SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Section 240.14a-11(c) or Section
240.14a-12
Anchor BanCorp Wisconsin Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Anchor BanCorp Wisconsin Inc.
- - --------------------------------------------------------------------------------
(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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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.:
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4) Date Filed:
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[Anchor BanCorp Wisconsin Inc. Letterhead]
June 14, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Anchor BanCorp Wisconsin Inc. The meeting will be held at the Holiday Inn --
East Towne, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday,
July 23, 1996 at 2:00 p.m., Central Time. The matters to be considered
by stockholders at the Annual Meeting are described in the accompanying
materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign, and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Anchor BanCorp Wisconsin Inc.
are sincerely appreciated.
Sincerely,
Douglas J. Timmerman
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
ANCHOR BANCORP WISCONSIN INC.
25 WEST MAIN STREET
MADISON, WISCONSIN 53703
(608) 252-8700
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 23, 1996
-------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Anchor BanCorp Wisconsin Inc. (the "Company") will be held at
the Holiday Inn -- East Towne, 4402 E. Washington Avenue, Madison, Wisconsin,
on Tuesday, July 23, 1996 at 2:00 p.m., Central Time, for the following
purposes, all of which are more completely set forth in the accompanying
Proxy Statement:
(1) To elect three (3) directors for a three-year term, and in each
case until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year
ending March 31, 1997; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any
other such business.
The Board of Directors has fixed June 7, 1996 as the voting record date
for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at
the Annual Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
J. Anthony Cattelino
VICE PRESIDENT AND SECRETARY
Madison, Wisconsin
June 14, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
ANCHOR BANCORP WISCONSIN INC.
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 23, 1996
This Proxy Statement is furnished to holders of common stock, $.10 par
value per share (the "Common Stock"), of Anchor BanCorp Wisconsin Inc. (the
"Company"), the principal asset of which is all of the outstanding capital
stock of AnchorBank, S.S.B. (the "Bank"). Proxies are being solicited on
behalf of the Board of Directors of the Company to be used at the Annual
Meeting of Stockholders (the "Annual Meeting") to be held at the Holiday
Inn Madison -- East Towne, 4402 E. Washington Avenue, Madison, Wisconsin, on
Tuesday, July 23, 1996 at 2:00 p.m., Central Time, and at any
adjournment thereof for the purposes set forth in the Notice of Annual
Meeting of Stockholders. This Proxy Statement is first being mailed to
stockholders on or about June 14, 1996.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein,
for ratification of the appointment of Ernst & Young LLP as the Company's
auditors for fiscal 1997 and upon the transaction of such other business as
may properly come before the meeting, in accordance with the best judgment of
the persons appointed as proxies. Any stockholder giving a proxy has the
power to revoke it at any time before it is exercised by (i) filing with
the Secretary of the Company written notice thereof (J. Anthony Cattelino,
Vice President and Secretary, Anchor BanCorp Wisconsin Inc., 25 West Main
Street, Madison, Wisconsin 53703); (ii) submitting a duly-executed proxy
bearing a later date; or (iii) appearing at the Annual Meeting and giving
the Secretary notice of his or her intention to vote in person. Proxies
solicited hereby may be exercised only at the Annual Meeting and any
adjournment thereof and will not be used for any other meeting.
VOTING
Only stockholders of record at the close of business on June 7, 1996
("Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 4,849,742 shares of Common Stock issued
and outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the meeting.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Directors will be elected by a plurality of the votes cast
and the affirmative vote of the holders of a majority of the total votes cast
on the proposal at the Annual Meeting is required for approval of the
appointment of Ernst & Young LLP as the Company's independent auditors for
fiscal 1997.
Abstentions will be counted for purposes of determining the presence of a
quorum at the Annual Meeting but will not be counted as votes cast. Thus,
abstentions will have no effect on the voting of the proposals at the Annual
Meeting. Under rules of the New York Stock Exchange, the proposals to
elect directors and ratify the appointment of independent auditors for fiscal
1997 are considered "discretionary" items upon which brokerage firms may
vote in their discretion on behalf of their clients if such clients have not
furnished voting instructions within ten days of the meeting and, thus, there
will be no "broker non-votes" at the Annual Meeting.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Articles of Incorporation of the Company provide that the Board of
Directors of the Company shall be divided into three classes which are as
equal in number as possible and that directors shall be elected for
three-year terms, and in each case until their respective successors are
elected and qualified. Pursuant to the Bylaws of the Company, the number of
directors of the Company is currently set at eight.
All of the nominees for director are currently directors of the Company.
No nominee for director is related to any other director or executive officer
of the Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and directors of the Company whose terms continue.
NOMINEES FOR DIRECTOR WITH THREE-YEAR TERMS EXPIRING IN 1999
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE(1)
- - ------------------- --- --------------------------------------------------- --------
Arlie M. Mucks, Jr. 75 Director; Consultant -- Division of Intercollegiate 1964
Athletics External Relations and Special Events;
previously Special Assistant to the Chancellor of
the University of Wisconsin -- Madison.
Pat Richter 54 Director; Athletic Director of the University of 1990
Wisconsin -- Madison since February 1990; previously
Vice President -- Human Resources for Oscar Mayer
Foods Corporation.
Donald Kropidlowski 54 Director; Senior Vice President of the Bank; former 1995
Director, President and Chief Executive Officer of
American Equity Bancorp and American Equity Bank of
Stevens Point.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NOMINEES FOR
DIRECTOR.
2
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH TERMS EXPIRING IN 1997
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE(1)
- - ------------------- --- --------------------------------------------------- --------
Bruce A. Robertson 72 Director; formerly Vice President of the Bank from 1987(2)
October 1987 until December 1989; prior thereto
Chairman, President and Chief Executive Officer of
Columbus Federal Savings and Loan Association until
that Association merged with and into the Bank in
September 1987.
Robert C. Buehner 75 Director; formerly Executive Vice President and 1984(2)
General Counsel of Provident Savings and Loan
Association from 1970 until 1984.
Holly Cremer Berkenstadt 40 Director; President and Director of Wisconsin 1994
Cheeseman, Inc., a direct food and gift company
located in Sun Prairie, Wisconsin.
DIRECTORS WITH TERMS EXPIRING IN 1998
POSITION WITH THE COMPANY AND PRINCIPAL OCCUPATION DIRECTOR
NAME AGE DURING THE PAST FIVE YEARS SINCE(1)
- - ------------------- --- --------------------------------------------------- --------
Douglas J. Timmerman 55 Chairman, President and Chief Executive Officer; 1971
has served in various management positions with the
Bank prior to his appointment as President in May
1983 and Chief Executive Officer in May 1985.
Greg M. Larson 46 Director; President and Chief Executive Officer of 1992
Demco, Inc., a direct mail school and library
supply company located in Madison, Wisconsin.
- - -------------------
(1) Includes service as director of the Bank.
(2) Excludes service with predecessor institutions.
STOCKHOLDER NOMINATIONS
Article IV, Section 4.14 of the Company's Bylaws governs nominations for
election to the Board of Directors and requires all such nominations, other
than those made by the Board, to be made at a meeting of stockholders called
for the election of directors, and only by a stockholder who has complied
with the notice provisions in that section. Stockholder nominations must be
made pursuant to timely notice in writing to the Secretary of the Company. To
be timely, a stockholder's notice must be delivered to, or mailed and
received at, the principal executive offices of the Company not later than
(i) 60 days prior to the mailing of proxy materials by the Company for the
immediately preceding annual meeting, and (ii) with respect to an election to
be held at a special meeting of stockholders for the election of directors,
the close of business on the tenth day following the date on which notice of
such meeting is first given to stockholders. Each written notice of a
stockholder nomination shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) a representation that the stockholder is a holder of
record of stock of the Company entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or persons
3
(naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to
serve as a director of the Company if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedures. The Company did not receive any
stockholder nominations for director in connection with the upcoming Annual
Meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of four
regular and two special meetings during the fiscal year ended March 31, 1996.
No incumbent director attended fewer than 75% of the aggregate total number
of meetings of the Board of Directors held during the fiscal year ended March
31, 1996, and the total number of meetings held by all committees on which he
or she served during such year.
The Board of Directors has established an Audit Committee which reviews
the records and affairs of the Company to determine its financial condition,
reviews with management and the independent auditors the systems of internal
control, and monitors the Company's adherence in accounting and financial
reporting to generally accepted accounting principles. Currently, the members
of this committee, which met one time during the fiscal year ended March
31, 1996, are Messrs. Mucks (Chairman), Larson and Buehner.
The Compensation Committee of the Board of Directors determines
compensation for executive officers. During the fiscal year ended March
31, 1996, the members of the Committee were Messrs. Robert C. Buehner
(Chairman), Bruce A. Robertson and Pat Richter. No member of the Compensation
Committee is a current or former officer or employee of the Company or any of
its subsidiaries. The report of the Compensation Committee with respect to
compensation for the Chief Executive Officer and all other executive officers
for the fiscal year ended March 31, 1996 is set forth below.
The entire Board of Directors of the Company acts as a Nominating
Committee for selection of nominees for election as directors of the Company.
The Board, acting as the Nominating Committee, met one time during the fiscal
year ended March 31, 1996.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to the
executive officers of the Company and the Bank who are not directors.
J. ANTHONY CATTELINO (age 53). Mr. Cattelino currently serves
as Vice President and Secretary of the Company and as Senior Vice President --
Marketing and Retail Administration for the Bank and is responsible for the
branch network, deposit acquisition, consumer lending, marketing and retail
operations. Mr. Cattelino joined the Company in 1974 as Director of
Marketing, was promoted to Vice President of Marketing in 1976 and to his
current position in 1985. Mr. Cattelino is on the Board of Directors of
Downtown Madison, Inc. and Anchor Insurance Services, Inc.
MICHAEL W. HELSER (age 51). Mr. Helser is currently Treasurer
and Chief Financial Officer of the Company and Senior Vice President --
Finance and Chief Financial Officer of the Bank. Mr. Helser joined the
Company in 1974 as Internal Auditor, and was promoted to Vice President --
Finance in 1979 and to his current position in 1985. Prior to joining the
Company, Mr. Helser was a Senior Accountant with the public accounting
firm of Ernst & Whinney (now Ernst & Young LLP), Milwaukee, Wisconsin.
Mr. Helser is a certified public accountant.
RONALD R. OSTERHOLZ (age 47). Mr. Osterholz is currently Vice President --
Human Resources of the Bank. Mr. Osterholz joined the Bank in 1973 and
previously served as Savings Officer, Branch
4
Manager and Branch Coordinator. In 1981, he was named Assistant Vice
President and in 1985 was appointed to his current position. Mr. Osterholz is
active in the Wisconsin Savings League, University of Wisconsin alumni
association functions and in various civic organizations and clubs.
DAVID L. WEIMERT (age 45). Mr. Weimert joined the Bank in
1991 as Vice President -- Lending Operations. Mr. Weimert has extensive
experience in the financial services industry and has served in various
management capacities at savings associations, mortgage banking companies and
commercial banks. Mr. Weimert served as President of Community Savings and
Loan Association, Fond du Lac, Wisconsin, from 1987 to 1990 and President of
First Financial Corporation, Burbank, California, from 1985 to 1987.
DONALD F. BERTUCCI (age 46). Mr. Bertucci is currently Vice
President -- Loan Administration of the Bank and is responsible for
one-to-four family residential lending. He joined the Bank in 1972 and
previously served as Branch Manager, Mortgage Division Coordinator and
Commercial Real Estate Loan Officer. In 1984, he was appointed Vice President
and in 1992 he was appointed to his current position. Mr. Bertucci is a
member of the Madison Board of Realtors and the Madison Area Mortgage Bankers
Association and is a licensed real estate broker.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only
persons or entities, including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended ("1934
Act"), who or which was known to the Company to be the beneficial owner of
more than 5% of the issued and outstanding Common Stock, (ii) the
directors of the Company, (iii) certain executive officers of the Company,
and (iv) all directors and executive officers of the Company and the Bank
as a group.
COMMON STOCK BENEFICIALLY
OWNED AS OF
JUNE 7, 1996(1)
-------------------------
NAME OF BENEFICIAL OWNER NO. %
- - ------------------------------------------------------ ----------- ------
Anchor BanCorp Wisconsin Inc. 402,283(2) 8.29%
Employee Stock Ownership Trust
25 West Main Street
Madison, Wisconsin
Directors:
Holly Cremer Berkenstadt 20,000(3) *
Robert C. Buehner 32,273(4) *
Donald Kropidlowski 39,473(5) *
Greg M. Larson 31,442(6) *
Arlie M. Mucks, Jr. 28,661(7) *
Pat Richter 37,187(8) *
Bruce A. Robertson 26,359(9) *
Douglas J. Timmerman 349,197(10) 6.96
Executive officers who are not Directors:
J. Anthony Cattelino 84,025(11) 1.72
Michael W. Helser 89,443(12) 1.83
David L. Weimert 24,004(13) *
Donald F. Bertucci 20,741(14) *
All directors and executive officers of the Company 807,231(15) 15.39
and the Bank as a group (13 persons)
- - -------------------
* Represents less than 1% of the outstanding Common Stock.
5
(1) For purposes of this table, pursuant to rules promulgated under
the 1934 Act, an individual is considered to beneficially own shares of
Common Stock if he or she directly or indirectly has or shares (1) voting
power, which includes the power to vote or to direct the voting of the
shares; or (2) investment power, which includes the power to dispose or
direct the disposition of the shares. Unless otherwise indicated, a
director has sole voting power and sole investment power with respect to
the indicated shares. Shares which are subject to stock options which are
exercisable within 60 days of the Voting Record Date by an individual or
group are deemed to be outstanding for the purpose of computing the
percentages of Common Stock beneficially owned by the respective
individual or group.
(2) The Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Trust
("Trust") was established pursuant to the Anchor BanCorp Wisconsin Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the Company
and Ronald R. Osterholz, Vice President -- Human Resources of the Bank,
and Robert C. Buehner, a director of the Company, who act as trustees of
the plan ("Trustees"). As of the Voting Record Date, 80,021 shares held
in the Trust had not been allocated to the accounts of participating
employees. Under the terms of the ESOP, the Trustees must vote all
allocated shares held in the ESOP in accordance with the instructions of
the participating employees, and allocated shares for which employees do
not give instructions will be voted in the same ratio on any matter as to
those shares for which instructions are given. Unallocated shares held in
the ESOP will be voted by the ESOP Trustees after considering the
recommendation of the ESOP Administrator, who is Mr. Osterholz.
(3) Includes 18,750 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting Record
Date.
(4) Includes 2,690 shares owned by Mr. Buehner's wife, which Mr. Buehner may
be deemed to beneficially own, and 18,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within
60 days of the Voting Record Date. Does not include shares owned by
the ESOP for which Mr. Buehner is a Trustee.
(5) Includes 9,631 shares held jointly with Mr. Kropidlowski's wife with
whom voting and dispositive power is shared, 2,933 shares held by
Mr. Kropidlowski's wife, which may be deemed to be beneficially owned by
Mr. Kropidlowski, 6,659 shares held in the Company's Retirement Plan
allocated to Mr. Kropidlowski's account, 2,788 shares held in the ESOP
allocated to Mr. Kropidlowski's account, and 15,392 shares which may be
acquired pursuant to the exercise of stock options exercisable within 60
days of the Voting Record Date.
(6) Includes 4,330 shares held jointly with Mr. Larson's wife, with whom
voting and dispositive power is shared, 862 shares held by Mr. Larson's
children, which may be deemed to be beneficially owned by Mr. Larson, and
18,750 shares which may be acquired pursuant to the exercise of stock
options which are exercisable within 60 days of the Voting Record Date.
(7) Includes 1,161 shares owned by Mr. Mucks' wife, which Mr. Mucks may be
deemed to beneficially own, and 18,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within
60 days of the Voting Record Date.
(8) Includes 512 shares owned by Mr. Richter's wife, which Mr. Richter may be
deemed to beneficially own, and 18,750 shares which may be acquired
pursuant to the exercise of stock options which are exercisable within
60 days of the Voting Record Date.
(9) Includes 410 shares held in a trust for Mr. Robertson's minor grandchild
for which Mr. Robertson serves as trustee, 637 shares owned by Mr.
Robertson's wife, which may be deemed to be beneficially owned by
Mr. Robertson, and 18,750 shares which may be acquired pursuant to the
exercise of stock options which are exercisable within 60 days of the
Voting Record Date.
(10) Includes 119,908 shares held jointly with Mr. Timmerman's wife (including
29,483 shares held in a living trust for their benefit), 32,128 shares
held in the Company's Retirement Plan allocated to
6
Mr. Timmerman's account, 5,707 shares held in the ESOP allocated to Mr.
Timmerman's account, 25,541 restricted shares granted pursuant to the
Company's Management Recognition Plans and 165,914 shares which may be
acquired pursuant to the exercise of stock options exercisable within
60 days of the Voting Record Date. Does not include 85,421 shares of
Common Stock held by a rabbi trust established by the Bank to fund
certain benefits to be paid to Mr. Timmerman pursuant to a deferred
compensation agreement entered into between the Bank and Mr. Timmerman,
a Supplement Executive Retirement Plan and an Excess Benefit Plan; Mr.
Timmerman does not possess voting or investment power with respect to
such shares. See "Executive Compensation -- Deferred Compensation
Agreement" and "-- Supplemental Executive Retirement Plan and Excess
Benefit Plan."
(11) Includes 20,275 shares held jointly with Mr. Cattelino's wife, with whom
voting and dispositive power is shared, 250 shares owned by Mr.
Cattelino's wife and 125 shares owned by Mr. Cattelino's children, which
Mr. Cattelino may be deemed to beneficially own, 8,452 shares held in the
Company's Retirement Plan allocated to Mr. Cattelino's account, 4,798
shares held in the ESOP allocated to Mr. Cattelino's account, 10,000
restricted shares granted pursuant to the Company's Management Recognition
Plans and 40,125 shares which may be acquired pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date. Does
not include 1,300 shares of Common Stock held by a rabbi trust established
by the Bank to fund certain benefits pursuant to an Excess Benefit Plan.
See "Executive Compensation -- Supplemental Executive Retirement Plan and
Excess Benefit Plan."
(12) Includes 26,500 shares held jointly with Mr. Helser's wife, with whom
voting and dispositive power is shared, 800 shares held by Mr. Helser's
wife in trust for the benefit of their children, which Mr. Helser may be
deemed to beneficially own, 8,823 shares held in the Company's Retirement
Plan allocated to Mr. Helser's account, 4,795 shares held in the ESOP
allocated to Mr. Helser's account, 10,000 restricted shares granted
pursuant to the Company's Management Recognition Plans and 38,525 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
1,300 shares of Common Stock held by a rabbi trust established by the
Bank to fund certain benefits pursuant to an Excess Benefit Plan. See
"Executive Compensation -- Supplemental Executive Retirement Plan and
Excess Benefit Plan."
(13) Includes 650 shares held by Mr. Weimert's children, which may be deemed
to be beneficially owned by Mr. Weimert, 1,451 shares held in the
Company's Retirement Plan allocated to Mr. Weimert's account, 3,478
shares held in the ESOP allocated to Mr. Weimert's account, 1,500
restricted shares granted pursuant to the Company's Management Recognition
Plans and 7,925 shares which may be acquired pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date.
(14) Includes 5,500 shares held jointly with Mr. Bertucci's wife with whom
voting and dispositive power is shared, 455 shares owned in trust for
Mr. Bertucci's children which may be deemed to be beneficially owned
by Mr. Bertucci, 3,171 shares held in the Company's Retirement Plan
allocated to Mr. Bertucci's account, 2,615 shares held in the ESOP
allocated to Mr. Bertucci's account, 1,000 restricted shares granted
pursuant to the Company's Management Recognition Plans, and 8,000 shares
which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(15) Includes 65,695 shares held in the Company's Retirement Plan allocated to
the accounts of executive officers, 50,741 restricted shares granted to
executive officers pursuant to the Company's Management Recognition Plans,
for which executive officers possess sole voting power and no investment
power, and 394,756 shares which executive officers and directors as a
group may acquire pursuant to the exercise of stock options exercisable
within 60 days of the Voting Record Date. Does not include 88,021 shares
held by a rabbi trust established by the Bank to fund certain benefits to
be paid to certain executive officers of the Company. See Note 10 above.
7
Under Section 16(a) of the 1934 Act, the Company's directors, officers
and any persons holding more than 10% of the Common Stock are required to
report their ownership of the Common Stock and any changes in that ownership
to the Securities and Exchange Commission ("Commission") and the National
Association of Securities Dealers, Inc. ("NASD") by specific dates.
Based on representations of its directors and officers and copies of the
reports that they have filed with the Commission and the NASD, the Company
believes that all of these filing requirements were satisfied by the
Company's directors and officers during the year ended March 31, 1996, except
that Donald Kropidlowski inadvertently omitted to include 2,000 shares of
Common Stock beneficially owned on his initial form upon being elected as a
director on June 30, 1995 and reported such shares late on his annual
statement on Form 5.
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Company for services rendered in
all capacities during the last three fiscal years to the Chief Executive
Officer and the most highly compensated executive officers of the Company
whose total compensation during the last fiscal year exceeded $100,000.
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------- -------
FISCAL OTHER ANNUAL STOCK LTIP
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) GRANTS(3) OPTIONS(4) PAYOUTS COMPENSATION(5)
- - --------------------------- ------ --------- -------- --------------- --------- ---------- ------- ---------------
Douglas J. Timmerman 1996 $435,000 $112,662 $0 $41,100 41,250 $0 $70,724
President and Chief 1995 433,764 104,035 0 0 29,375 0 58,605
Executive Officer 1994 425,016 88,000 0 28,600 11,100 0 59,464
J. Anthony Cattelino 1996 $115,275 $ 39,953 0 0 7,500 0 $42,608
Vice President and 1995 108,813 34,975 0 0 7,500 0 33,123
Secretary 1994 105,550 27,000 0 0 3,000 0 31,686
Michael W. Helser 1996 $115,275 $ 39,953 0 0 7,500 0 $42,574
Treasurer and Chief 1995 108,813 34,975 0 0 7,500 0 33,089
Financial Officer 1994 105,550 27,000 0 0 3,000 0 31,686
David L. Weimert 1996 $ 92,762 $ 33,115 0 0 2,500 0 $39,032
Vice President -- 1995 90,310 29,041 0 0 2,500 0 22,260
Lending Operations 1994 87,610 13,000 0 0 1,500 0 17,102
Donald F. Bertucci 1996 $ 67,450 $ 33,115 0 0 2,500 0 $30,172
Vice President -- 1995 65,638 29,041 0 0 2,500 0 21,520
Residential Lending 1994 63,650 15,000 0 0 1,875 0 13,088
- - -------------------
(1) Includes amounts deferred by the executive officer pursuant to the
Company's Retirement Plan, a defined contribution plan which is
intended to qualify under Section 401(k) of the Internal Revenue Code
of 1986, as amended ("Code").
(2) Does not include amounts attributable to miscellaneous benefits
received by executive officers, including the use of automobiles
leased by the Company, payment of club dues and parking privileges. In
the opinion of management of the Company, the costs to the Company of
providing such benefits to any individual executive officer during the
indicated periods did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.
(3) Represents the grant of shares of restricted Common Stock to Mr. Timmerman
pursuant to the Company's Management Recognition Plans, which were deemed
to have had the indicated value at the date of grant. The aggregate amount
of restricted Common Stock awarded to Mr. Timmerman in fiscal 1996, 1995
and 1994 had a fair market value of $902,509 at March 31, 1996. The awards
vest either within six months from the date of grant or 33.3% a year
commencing on the date of grant.
(4) Consists of awards granted pursuant to the Company's 1992 Stock Incentive
Plan or 1995 Stock Incentive Plan which are exercisable at the rate of
either 25%, 33.3%, 50% or 100% per year commencing on the date of grant.
8
(5) In fiscal 1996, consists of amounts allocated or paid by the Company on
behalf of Messrs. Timmerman, Cattelino, Helser, Weimert and Bertucci
pursuant to the Company's ESOP of $40,534, $39,150, $39,116, $36,248
and $28,148, respectively, and the Company's Retirement Plan of $5,040,
$3,458, $3,458, $2,784 and $2,024, respectively, as well as the payment
of director's fees to Mr. Timmerman in the amount of $25,150.
STOCK OPTIONS
The following table sets forth certain information concerning individual
grants of stock options pursuant to the Company's 1992 Stock Incentive Plan
or 1995 Stock Incentive Plan awarded to the named executive officers during
the year ended March 31, 1996.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
- - ------------------------------------------------------------------------ AT ASSUMED ANNUAL RATES
% OF TOTAL OF STOCK PRICE APPRECIATION
OPTIONS FOR OPTION TERM(3)
OPTIONS GRANTED TO EXERCISE EXPIRATION ---------------------------
NAME GRANTED EMPLOYEES(1) PRICE(2) DATE 5% 10%
- - -------------------- ------- ------------ --------- ---------- ------------ -----------
Douglas J. Timmerman 41,250 46.2% $26.10 7/6/05 $1,754,899 $2,788,459
J. Anthony Cattelino 7,500 8.4% $26.10 7/6/05 $ 319,073 $ 506,993
Michael W. Helser 7,500 8.4% $26.10 7/6/05 $ 319,073 $ 506,993
David L. Weimert 2,500 2.8% $26.10 7/6/05 $ 106,358 $ 168,998
Donald F. Bertucci 2,500 2.8% $26.10 7/6/05 $ 106,358 $ 168,998
- - -------------------
(1) Percentage of options granted to all employees during the fiscal year
ended March 31, 1996.
(2) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(3) Assumes compounded rates of return for the remaining life of the options
and future stock prices of $42.54 and $67.60 at compounded rates of
return of 5% and 10%, respectively.
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's stock option plans by the
named executive officers during the fiscal year ended March 31, 1996 and
options held at March 31, 1996.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT YEAR END OPTIONS AT YEAR END(1)
ACQUIRED ON VALUE ---------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - -------------------- ----------- --------- ----------- ------------- ----------- -------------
Douglas J. Timmerman 8,000 $202,750 165,914 16,086 $3,187,736 $211,689
J. Anthony Cattelino 3,000 74,875 40,125 4,375 $ 812,719 $ 57,531
Michael W. Helser 4,600 112,965 38,525 4,375 $ 771,519 $ 57,531
David L. Weimert 2,075 53,950 7,925 3,125 $ 152,027 $ 34,635
Donald F. Bertucci 0 0 8,000 3,125 $ 153,958 $ 34,635
- - -------------------
(1) Based on a per share market price of $33.75 at March 31, 1996.
COMPENSATION OF DIRECTORS
BOARD FEES. Each member of the Board of Directors of the Company is paid a
fee of $1,400 for each regular Board meeting attended. In addition, each
director of the Bank also is paid a fee of $1,400 for each regular meeting of
the Board of Directors of the Bank attended. Directors of the Company and the
Bank also receive a fee of $300 for each regular committee meeting of the
Board attended and $700 for each special Board meeting attended.
9
DIRECTORS' DEFERRED COMPENSATION PLAN. The Company and the Bank
maintain plans under which members of their Boards of Directors may elect to
defer receipt of all or a portion of their director's fees. Under the plans,
the Company and the Bank are obligated to repay the deferred fees,
semi-annually over a five year period together with interest at a stated
rate, upon the participating director's resignation from the Board of
Directors. During the year ended March 31, 1996, no director deferred funds
pursuant to these deferred compensation plans.
DIRECTORS' STOCK OPTION PLANS. The Company has adopted the 1992
Directors' Stock Option Plan (the "1992 Directors' Plan") and the 1995 Stock
Option Plan for Non-Employee Directors (the "1995 Directors' Plan") each of
which provides for the grant of compensatory stock options to non-employee
directors of the Company and the Bank. Pursuant to the 1992 Directors' Plan,
each director of the Company or the Bank who is not an employee of the
Company or any subsidiary was granted an option to purchase 5,000 shares of
Common Stock at the actual purchase price of a share of Common Stock in the
Company's initial public offering thereof on July 15, 1992. Pursuant to the
1995 Directors' Plan, each non-employee director was granted an option to
purchase 10,000 shares of Common Stock on May 12, 1995, the date the 1995
Directors' Plan was approved by the Board of Directors. In addition, each new
non-employee director of the Company or the Bank will receive similar options
to purchase Common Stock upon election to the Board of Directors. The
exercise price of such options is the fair market value of a share of Common
Stock on the date of grant. Options granted pursuant to the Directors' Plans
become vested and exercisable six months from the date of grant.
ADVISORY BOARD OF DIRECTORS. The Agreement of Merger between Viroqua
Federal Savings and Loan Association ("Viroqua Federal") and the Bank
provided, among other things, that five members from the former Board of
Directors of Viroqua Federal would serve as an Advisory Board of Directors of
the Bank for five years after the merger of Viroqua Federal with and into the
Bank in June 1990, subject to annual reappointment by the Bank. The Advisory
Board consists of five members appointed annually by the Board of Directors
of the Bank. Members receive a semi-annual retainer of $1,500, regardless of
meeting attendance or the number of meetings. In addition, the Agreement of
Merger between American Equity Bancorp and the Bank provided that five
members from the former Board of Directors of American Equity Bank would
serve as an Advisory Board of Directors of the Bank for one year after the
merger in June 1995. This Advisory Board met twice during the fiscal year
1996 and the members were paid $7,200 each. In fiscal 1996, total
compensation paid to Advisory Board members amounted to $42,000.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
establishing management compensation policies and procedures to be reflected
in the compensation program offered to the executive officers of the Company
and Bank. The Compensation Committee of the Company has exclusive
jurisdiction over the administration and grants relating to all Stock Option
Plans and/or Management Recognition Plans.
During the 1996 fiscal year, the members of the Committee met three (3)
times. The members of the Compensation Committee of both the Company and the
Bank are identical. No member of the Committee is an employee of the Company
or any subsidiary.
Officers of the Company are not separately compensated for their service
in such capacity and are paid only for their service as officers of the Bank.
An affiliated interest agreement exists between the Company and the Bank.
State and Federal regulators have not taken objection to its terms and
conditions, which seek to fairly reimburse the Bank for activities of any
officer or employee on behalf of the Company.
GENERAL COMPENSATION POLICIES. The broad general salary and benefit
guidelines are determined by the Committee. The Committee uses outside
consultants, market studies and published compensation data to review
competitive rates of pay, to establish salary ranges and to recommend base
salary and bonus pay levels.
10
With respect to the Company's officers other than Mr. Timmerman, the
Compensation Committee considered salary and bonus recommendations prepared
by Mr. Timmerman or other executive officers to determine fiscal 1996
compensation. The salary adjustment recommendation was based on the Company's
overall performance in the past year, and an analysis of compensation levels
necessary to maintain and attract quality personnel. It is through this
process that the Company is able to compete for and retain talented
executives who are critical to the Company's long term success and align the
interest of those executives with the long term interests of the Company's
shareholders.
In general, the Committee has sought to design a compensation package in
which a significant portion of the compensation paid to senior management
(including named officers) be incentive-based since those individuals have
more control and influence over the direction and performance of the Company
and the Bank. Integration of all decisions regarding stock options and/or
grants insures the Committee that the compensation package is viewed in its
entirety on an annual basis.
Following review and approval by the Committee, all issues pertaining to
executive compensation are submitted to the full Board of Directors for their
approval.
EXECUTIVE COMPENSATION. The compensation package offered to the
executive officers of the Company and the Bank reflects the Committee's
attempt to mix and balance various components such as salary, short and long
term incentives, stock options and restricted stock, as well as benefits
available under the various employee plans.
The Committee retained a nationally-known compensation and benefits
consultant during fiscal 1994. Their assignment was essentially two-fold: to
review the appropriateness and level of base salaries for all executive
officers, including the President; and to structure and recommend a
short-term incentive program for senior officers.
The Committee has continued to apply the results of the consultant
study. With respect to the first part of the consulting assignment, the
Committee is satisfied with the present process used to determine base
salary. However, in addition to base salary, the Committee seeks to provide a
substantial portion of each executive officer's total compensation through
incentive plans which provide awards based on or tied to the performance of
the Company and the Bank. This in turn led to the recommendation of a
short-term incentive plan based on the analysis of several factors.
Included in that analysis were such items as the level of profits,
earnings per share of stockholders equity (EPS), return on average equity
(ROE), return on average assets (ROA), operational efficiency (efficiency
ratio), as well as the attainment of personal or unit goals.
The peer group (as designed by the consultant) includes midwestern
thrifts, savings banks and commercial banks of similar size, organizational
complexity, geographic location and structure. It was the sole discretion of
the Committee as to the interpretation of or weight given to each performance
measure and its translation into short-term awards. In 1996, it was necessary
for the Committee to make some modifications because of the discrepancy
created between BIF insured and SAIF insured peer members. The Committee
deemed the impact of the insurance premium disparity to be significant, and
thus they turned to several other external surveys. One of these was a custom
survey provided by SNL Securities comparing only SAIF insured public
companies in the $1 billion to $5 billion range. Another survey was provided
from the ACB Peer Group Reports provided by the Policy Development and
Economic Research Department of America's Community Bankers.
Stock option grants with deferred vesting, and stock option awards
provide the basis for a long-term incentive program. The objective of these
options is to create a direct link between executive compensation and
long-term Company performance. In determining the appropriate level of
stock-based allotments, the Committee considers the executive's contribution
toward Company and Bank performance. To encourage growth in shareholder
value, stock options are granted to key management personnel who are in a
position and have the responsibility to make a substantial contribution to
the long-term success of the Company. The Compensation Committee believes
this focuses attention on managing the Company from the perspective of an
owner with an equity stake in the business.
11
The Committee granted stock options to the executive management group
during fiscal 1996. The executive management group is comprised of Messrs.
Timmerman, Cattelino, Helser, Bertucci, Osterholz and Weimert. Options
granted were 41,250, 7,500, 7,500, 2,500, 2,500 and 2,500, respectively.
These options were granted at 100% of the fair market value as of the grant
date. Accordingly, the value of the option will be completely dependent on
the future market value of the Common Stock.
The Compensation Committee's policy with respect to other employee
benefit plans is to provide competitive benefits to employees of the Company
and the Bank, including executive officers. A competitive comprehensive
benefit program is essential to achieving the goal of retaining and
attracting highly-qualified employees.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), the tax deduction by corporate taxpayers is limited with
respect to the compensation of certain executive officers above specified
limits unless such compensation is based upon performance objectives meeting
certain regulatory criteria or is otherwise excluded from the limitation.
Based upon current compensation levels and the Personnel Committee's
commitment to link compensation with performance as described in this report,
the Personnel Committee currently intends to qualify compensation paid to the
executive officers of the Company and the Bank for deductibility by the
Company under Section 162(m) of the Code.
CHIEF EXECUTIVE OFFICER COMPENSATION. The compensation paid for fiscal
1996 to the Chief Executive Officer of the Company and the Bank, Douglas
Timmerman, reflects the considered judgment of the Committee embracing the
policy and process described previously.
Mr. Timmerman's base salary was raised to $435,000 for fiscal 1996. This
is an increase of .2% over fiscal 1995. In determining the Chief Executive
Officer's fiscal 1996 salary, the Committee continued to consider salaries
offered by savings institutions and banks nationwide, as well as the
consultant study referred to previously. In addition, the Committee chose to
consider the Bank's return on assets for the fiscal year 1996 of 0.88% as
compared with 1.00% for fiscal 1995. Net income increased to a record $14.5
million for fiscal 1996 from $14.4 million the previous year. The Company
stock was split 5 for 4 and cash dividends were increased 25% to $.40 per
share annually. Total assets grew to $1.75 billion at March 31, 1996 and
overall asset quality continued to improve. In establishing the Chief
Executive Officer's salary, the Committee also considered Mr. Timmerman's
contribution to controlling the Bank's operating expenses, the market
performance of the Common Stock (see performance information) and Mr.
Timmerman's contribution to the community through his involvement with
various charitable and civic groups.
In addition to his base salary, Mr. Timmerman was awarded an incentive
award of $112,662 (25.8% of salary). The bonus was contingent upon the
achievement of goals and targets as determined by the Committee. Mr.
Timmerman also received an award of 1,200 MRP shares during fiscal 1996 as
part of his payout under the Incentive Compensation Program.
Respectfully submitted:
Robert C. Buehner, CHAIRMAN
Pat Richter, DIRECTOR
Bruce A. Robertson, DIRECTOR
Dated: May 14, 1996
12
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a measurement period since the Company's initial issuance
of Common Stock in July 1992 with (i) the yearly cumulative total return on
the stocks included in the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") Stock Market Index (for United States
companies) and (ii) the yearly cumulative total return on the stocks included
in the Media General Peer Group Index. All of these cumulative returns are
computed assuming the reinvestment of dividends at the frequency with which
dividends were paid during the applicable years.
7/16/92 3/31/93 3/31/94 3/31/95 3/31/96
------- ------- ------- ------- -------
Anchor BanCorp Wisconsin Inc. 100.00 179.75 184.62 269.58 345.70
Media General Peer Group Index 100.00 126.68 130.40 147.76 209.01
NASDAQ Stock Market (U.S.) 100.00 114.52 132.35 140.41 188.86
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") have entered
into employment agreements with Messrs. Timmerman, Cattelino, Helser and
Kropidlowski pursuant to which the Employers agreed to employ these persons
in their current positions for a term of three years, two years two years and
three years, respectively, at their current salary of $435,000, $117,300,
$117,300 and $97,500, respectively. On an annual basis, the Board of
Directors of the Employers may extend the employment term for an additional
year, following an explicit review by such Boards of Directors of the
officer's employment under the employment agreement. The officer shall have
no right to compensation or other benefits pursuant to the employment
agreement for any period after voluntary termination or termination by the
Employers for cause, retirement or death. In the event that the officer's
employment is terminated due to disability, as defined, he shall be paid 100%
of his salary at the time of termination for a period of one year after
termination and thereafter an annual amount equal to 75% of such salary for
any remaining portion of the employment term, which amounts shall be offset
by payments received from any disability plans of the Employers and/or any
governmental social security or workers compensation program. In the event
that prior to a Change in Control, as defined, (i) the officer terminates his
employment because of failure of the Employers to comply with any material
provision of the employment agreement or (ii) the employment agreement is
terminated
13
by the Employers other than for cause, disability, retirement or death, the
officer shall be entitled to (i) severance payments for a 36-month period in
the case of Mr. Timmerman, a 24-month period in the case of Messrs. Cattelino
and Helser, and a 12-month period in the case of Mr. Kropidlowski which
payments shall be based on the highest rate of base salary of the officer
during the three years preceding the termination of employment, and (ii)
continued participation in all group insurance, life insurance, health and
accident, disability and other employee benefit plans in which the officer
was entitled to participate immediately prior to termination (other than
retirement, deferred compensation and stock compensation plans) until the
earlier of expiration of the applicable severance period and the officer's
obtainment of full-time employment by another employer which provides
substantially similar employee benefits at no cost to the officer. In the
event that the officer's employment is terminated by either of the Employers
other than for cause, disability, retirement or death following a Change in
Control, or the officer terminates his employment under such circumstances
because certain adverse actions are taken by the Employers with respect to
the officer's employment during the 24-month period and 12-month period
following a Change in Control in the case of Mr. Timmerman and Messrs.
Cattelino and Helser, respectively, the officer would be entitled to (i)
severance payments for a 36-month period in the case of Messrs. Timmerman and
Kropidlowski and a 24-month period in the case of Messrs. Cattelino and
Helser, which payments shall be based on the highest rate of base salary of
the officer during the three years preceding the termination of employment
plus the total bonus and incentive compensation paid to or vested in the
officer on the basis of his most recently completed calendar year of
employment, (ii) the benefits specified in clause (ii) in the immediately
preceding sentence for the applicable severance period and (iii) supplemental
benefits under the retirement and deferred compensation plans and individual
insurance policies maintained by the Employers, determined as if the officer
had accumulated the additional years of credited service thereunder that he
would have received had he continued in the employment of the Bank during the
applicable severance period at the annual compensation level represented by
his severance pay. A Change in Control is defined in the employment
agreements to include any change in control of the Company or the Bank that
would be required to be reported under the federal securities laws, as well
as (i) the acquisition by any person of 25% or more of the outstanding voting
securities of the Company or the Bank and (ii) a change in a majority of the
directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.
In May 1995, the Company and the Bank also entered into severance
agreements with Messrs. Osterholz, Weimert and Bertucci. Pursuant to these
agreements, an officer would receive specified benefits in the event that his
employment was terminated by either of the Employers other than for cause,
disability, retirement or death following a Change in Control, as defined
above, or the officer terminated his employment under such circumstances
because certain adverse actions are taken by the Employers with respect to
the officer's employment. The benefits payable under such circumstances
consist of (i) severance payments for a 12-month period or, at the officer's
option, a single cash payment in an amount equal to the amount that would
have been paid over the severance period, (ii) continued participation in all
group insurance, life insurance, health and accident, disability and other
employee benefit plans in which the officer was entitled to participate
immediately prior to termination (other than retirement, deferred
compensation or stock compensation plans of the Employers) until the earlier
of expiration of the 12-month severance period and the officer's obtainment
of full-time employment by another employer which provides substantially
similar benefits at no cost to the officer and (iii) supplemental benefits
under the retirement and deferred compensation plans and individual insurance
policies maintained by the Employers, determined as if the officer had
accumulated the additional years of credited service thereunder that he would
have received had he continued in the employment of the Bank during the
applicable severance period at the annual compensation level represented by
his severance pay.
The employment agreements and the severance agreements provide that in
the event that any of the payments to be made thereunder or otherwise upon
termination of employment are deemed to constitute "excess parachute
payments" within the meaning of Section 280G of the Code, then such
14
payments and benefits received thereunder shall be reduced, in the manner
determined by the officer, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being
non-deductible by the Employers for federal income tax purposes. Excess
parachute payments generally are payments in excess of three times the
recipient's average annual compensation from the employer includable in the
recipient's gross income during the most recent five taxable years ending
before the date on which a change in control of the employer occurred ("base
amount"). Recipients of excess parachute payments are subject to a 20% excise
tax on the amount by which such payments exceed the base amount, in addition
to regular income taxes, and payments in excess of the base amount are not
deductible by the employer as compensation expense for federal income tax
purposes.
DEFERRED COMPENSATION AGREEMENT
In December 1986, the Bank and Mr. Timmerman entered into a deferred
compensation agreement pursuant to which the Bank agreed to pay Mr. Timmerman
or his beneficiary the sum of $300,000 over ten years upon his retirement,
death, disability, termination without his consent, or termination for health
reasons. This agreement was amended in July 1992 to provide that the amount
to be distributed thereunder shall be paid in shares of Common Stock based on
the then-existing value of the amount of Common Stock, including fractional
shares, which could be purchased in the initial public offering of Common
Stock by the Company with $300,000 (regardless whether such shares actually
were purchased in this manner). The Bank funded the payment of shares under
the deferred compensation agreement by initially contributing $300,000 (which
it previously had expensed for financial statement reporting purposes) and an
additional $90,000 to a rabbi trust which purchased 30,000 shares of Common
Stock in the open market following consummation of the initial public
offering. The shares of Common Stock held in the rabbi trust are voted by an
independent trustee prior to distribution to Mr. Timmerman in accordance with
the terms of the deferred compensation agreement.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND EXCESS BENEFIT PLAN
In fiscal 1994, the Bank adopted a Supplemental Executive Retirement
Plan ("SERP") in order to supplement the retirement benefits of Mr.
Timmerman, and any other officers of the Bank who may be designated pursuant
to the SERP, to be received pursuant to the Company's Retirement Plan and the
ESOP. Under the SERP, upon retirement from the Company or the Bank at or
after the participant's normal retirement date of age 62, a participant shall
be entitled to receive an annual retirement benefit equal to the product of
(i) 40% of the participant's final average earnings and (ii) a factor, no
greater than one, the numerator of which is the participant's years of
service and the denominator of which is 15 (the "accrued benefit"). A
participant who, with the consent of the administering committee, retires
after the early retirement date of age 55 but prior to the normal retirement
date is entitled to receive an annual benefit equal to the vested amount of
his or her accrued benefit as of the retirement date, as defined in the SERP,
reduced by a factor of .25% for each full month by which the date of
retirement precedes the participant's normal retirement date. "Final average
earnings" is defined in the SERP to mean the average of the highest annual
"considered compensation" received by a participant during any three of the
current and preceding five calendar years. The Company does not believe that
"considered compensation," as defined, differs substantially (by more than
10%) from that set forth in the Summary Compensation Table set forth above.
At March 31, 1996, Mr. Timmerman's final average earnings amounted to
$502,400 and Mr. Timmerman had 17 years of service with the Bank for purposes
of the SERP.
During fiscal 1994, the Bank also adopted an Excess Benefit Plan ("EBP")
for the purpose of permitting employees of the Bank who may be designated
pursuant to the EBP to receive certain benefits that the employee otherwise
would be eligible to receive under the Company's Retirement Plan and ESOP but
for the limitations set forth in Sections 401(a)(17), 402(g) and 415 of the
Code. During fiscal 1994, Mr. Timmerman was designated as a participant in
the EBP, and during fiscal 1995 Messrs. Helser and Cattelino were designated
as participants in the EBP. Pursuant to the EBP, during any fiscal year the
Bank generally shall permit a participant to defer the excess of (i) the
amount of
15
salary that a participant would have been able to defer under the Retirement
Plan but for limitations in the Code over (ii) the actual amount of salary
deferred by the participant pursuant to the Retirement Plan (provided that
the participant executes a supplemental deferral agreement at the times and
in the manner set forth in the EBP). The EBP also generally provides that
during any fiscal year the Bank shall make matching contributions on behalf
of the participant in an amount equal to the amount of matching contributions
that would have been made by the Bank on behalf of the participant but for
limitations in the Code, less the actual amount of matching contributions
actually made by the Bank on behalf of the participant. Finally, the EBP
generally provides that during any fiscal year a participant shall receive a
supplemental ESOP allocation in an amount equal to the amount which would
have been allocated to the participant but for limitations in the Code, less
the amount actually allocated to the participant pursuant to the ESOP. The
supplemental benefits to be received by a participant pursuant to the EBP
shall be credited to an account maintained pursuant to the EBP within 30 days
after the end of each fiscal year.
During fiscal 1994, the Bank also amended the Trust to permit
contributions by the Bank to fund the Bank's obligations under the SERP and
the EBP, and in April 1994 the Bank amended the EBP to provide that a
participant may elect to direct that amounts credited to the participant's
account thereunder shall be treated as if they were actually invested in an
interest bearing account, shares of Common Stock or in shares of a mutual
fund selected by the participant.
EMPLOYEE LOAN PROGRAMS
In accordance with applicable federal laws and regulations, the Bank
used to offer mortgage loans to its directors, officers and employees for the
financing of their primary residences and certain other loans. Generally,
prior to the Financial Institutions Reform, Recovery, and Enforcement Act of
1989 ("FIRREA"), the Bank offered mortgage loans to its directors and
executive officers with interest rates equal to the Bank's cost of funds
rounded up to the next highest one-quarter percentage. In addition, loan
commitment fees were waived. Consumer loans up to $25,000 were offered to the
same individuals at the Bank's cost of funds plus one-half percent rounded to
the nearest one-quarter percent. Employees were offered similar preferential
terms but at slightly higher interest rates. Except for interest rates and
fees, loans made to directors, officers and employees generally were made on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. It is the belief of management that
these loans neither involve more than the normal risk of collectibility nor
present other unfavorable features.
As a result of FIRREA's application of Section 22(h) of the Federal
Reserve Act to savings associations, any credit extended by a savings
association, such as the Bank, and its subsidiaries to its executive
officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must (i) be on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions by the savings
association with non-affiliated parties; (ii) be pursuant to underwriting
standards that are no less stringent than those applicable to comparable
transactions with non-affiliated parties; (iii) not involve more than the
normal risk of repayment or present other unfavorable features; and (iv) not
exceed, in the aggregate, the institution's unimpaired capital and surplus,
as defined. Subsequent to the enactment of FIRREA in August 1989, the Bank
adopted a policy to no longer make loans at preferential interest rates to
its directors and officers with a title of vice president or above. At March
31, 1996, the Bank had 12 loans with an aggregate principal balance of $1.3
million outstanding to directors and officers with a title of vice president
or above, which represented 1.1% of the Bank's unimpaired capital and surplus
at such date.
16
The following table sets forth information as to all directors and
executive officers, including members of their immediate families and
affiliated entities, who had loans with the Bank aggregating $60,000 or more
during the fiscal year ended March 31, 1996.
HIGHEST BALANCE
YEAR FROM PRINCIPAL INTEREST RATE
NATURE OF LOAN APRIL 1, 1995 BALANCE AT AS OF
NAME AND POSITION OR RELATIONSHIP INDEBTEDNESS(1) MADE TO MARCH 31, 1996 MARCH 31, 1996 MARCH 31, 1996
- - --------------------------------- -------------------- ---- ----------------- -------------- --------------
Pat Richter Residential Mortgage 1993 $401,896 $383,183 6.625%
Director
Douglas J. Timmerman Residential Mortgage 1988 136,267 124,215 4.00
Chairman, President and
Chief Executive Officer
J. Anthony Cattelino Line of Credit 1995 39,159 39,159 9.75
Senior Vice President -- 2nd Mortgage 1993 15,818 11,764 7.75
Marketing and Retail Residential Mortgage 1987 119,892 116,651 4.75
Administration
Ronald R. Osterholz Commercial 1995 24,000 20,321 8.90
Vice President -- Residential Mortgage 1988 106,540 103,651 4.00
Human Resources
David L. Weimert
Vice President -- Residential Mortgage 1993 134,316 122,211 6.25
Lending Operations
Donald F. Bertucci Commercial 1995 14,400 -- 9.00
Vice President -- Loan Residential Mortgage 1993 75,681 73,379 7.52
Administration
Donald Kropidlowski Residential Mortgage 1994 139,998 131,899 6.25
Director
- - -------------------
(1) Loans are secured by borrower's principal residence, except as otherwise
indicated.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent certified public accountants, to perform the audit of the
Company's financial statements for the year ending March 31, 1997, and
further directed that the selection of auditors be submitted for ratification
by the stockholders at the Annual Meeting.
The Company has been advised by Ernst & Young LLP that neither that firm
nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between
independent certified public accountants and clients. Ernst & Young LLP will
have one or more representatives at the Annual Meeting who will have an
opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING MARCH 31, 1997.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders
of the Company, which is scheduled to be held in July 1997, must be received
at the principal executive offices of the Company, 25 West Main Street,
Madison, Wisconsin 53703, Attention: J. Anthony Cattelino, Vice President and
Secretary, no later than February 14, 1997. If such proposal is in compliance
with all of the requirements of Rule 14a-8 under the 1934 Act, it will be
included in the proxy statement and set forth on the form of proxy issued for
such annual meeting of stockholders. It is urged that any such proposals be
sent certified mail, return receipt requested.
17
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article II, Section 2.17 of the
Company's Bylaws, which provides that business at an annual meeting of
stockholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors,
(b) otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (c) otherwise properly brought before the meeting
by a stockholder. For business to be properly brought before an annual
meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 60 days prior to the
anniversary date of the mailing of the proxy materials by the Company for the
immediately preceding annual meeting. A stockholder's notice must set forth
as to each matter the stockholder proposes to bring before an annual meeting
(a) a brief description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the Company's
books, of the stockholder proposing such business, (c) the class and number
of shares of Common Stock of the Company which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such
business.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
March 31, 1996 accompanies this Proxy Statement. Such annual report is not
part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FOR FISCAL 1996 REQUIRED TO BE FILED WITH THE COMMISSION UNDER THE 1934 ACT.
SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO J. ANTHONY CATTELINO, VICE
PRESIDENT AND SECRETARY, ANCHOR BANCORP WISCONSIN INC., 25 WEST MAIN STREET,
MADISON, WISCONSIN 53703. THE FORM 10-K IS NOT PART OF THE PROXY SOLICITATION
MATERIALS.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that the proxies solicited hereby will be voted with respect to
those other matters in accordance with the judgment of the persons voting the
proxies.
The cost of the 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 the proxy
materials to the beneficial owners of the Company's Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Company
may solicit proxies personally or by telephone without additional
compensation.
18
REVOCABLE PROXY
ANCHOR BANCORP WISCONSIN INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANCHOR
BANCORP WISCONSIN INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 23, 1996 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 7, 1996,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Holiday Inn - East Towne, 4402 E. Washington Avenue, Madison, Wisconsin, on
July 23, 1996 at 2:00 p.m., Central Time, and at any adjournment of said
meeting, and thereat to act with respect to all votes that the undersigned would
be entitled to cast, if then personally present, as follows:
1. ELECTION OF DIRECTORS
/ /FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term: Arlie M. Mucks, Jr., Pat Richter and
Donald Kropidlowski.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
______________________________________________________________________________
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Dated: ________________________ , 1996
_______________________________________
_______________________________________
Signature(s)
PLEASE SIGN THIS EXACTLY AS YOUR NAME(S)
APPEAR(S) ON THIS PROXY. WHEN SIGNING
IN A REPRESENTATIVE CAPACITY, PLEASE
GIVE TITLE. WHEN SHARES ARE HELD JOINTLY,
ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created pursuant
to the Management Recognition Plans ("Recognition Plans") of Anchor BanCorp
Wisconsin, Inc. (the "Company"), to vote the shares of Common Stock of the
Company which were granted to me as of June 7, 1996 pursuant to the Recognition
Plans upon the following proposals to be presented at the Annual Meeting of
Stockholders of the Company to be held on July 23, 1996.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term: Arlie M. Mucks, Jr., Pat Richter and
Donald Kropidlowski.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
______________________________________________________________________________
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.
SUCH VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
Dated: _________________________ , 1996
_______________________________________
_______________________________________
Signature(s)
If you return this card properly signed
but do not otherwise specify, shares will
be voted FOR election of the Board of
Directors' nominees to the Board of
Directors and FOR Proposal 2. If you do
not return this card, shares will be
voted by the Trustees of the Recognition
Plans.
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs Old Kent Bank, the Trustee of the Trust
created pursuant to the AnchorBank, S.S.B. Retirement Plan ("Retirement Plan"),
to vote the shares of Common Stock of Anchor BanCorp Wisconsin, Inc. (the
"Company") which were allocated to my account as of June 7, 1996 pursuant to the
Retirement Plan upon the following proposals to be presented at the Annual
Meeting of Stockholders of the Company to be held on July 23, 1996.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term: Arlie M. Mucks, Jr., Pat Richter and
Donald Kropidlowski.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
______________________________________________________________________________
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
Dated: _________________________ , 1996
_______________________________________
_______________________________________
Signature(s)
If you return this card properly signed
but do not otherwise specify, shares will
be voted FOR election of the Board of
Directors' nominees to the Board of
Directors and FOR Proposal 2. If you do
not return this card, shares will be
voted by the Trustee of the Retirement
Plan.
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created pursuant
to the Employee Stock Ownership Plan ("ESOP") of Anchor BanCorp Wisconsin, Inc.
(the "Company"), to vote the shares of Common Stock of the Company which were
granted to me as of June 7, 1996 pursuant to the ESOP upon the following
proposals to be presented at the Annual Meeting of Stockholders of the Company
to be held on July 23, 1996.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed / / WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed
below
Nominees for three-year term: Arlie M. Mucks, Jr., Pat Richter and
Donald Kropidlowski.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE NOMINEES,
WRITE THE NAME OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
______________________________________________________________________________
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
Dated: _________________________ , 1996
_______________________________________
_______________________________________
Signature(s)
If you return this card properly signed
but do not otherwise specify, shares will
be voted FOR election of the Board of
Directors' nominees to the Board of
Directors and FOR Proposal 2. If you do
not return this card, shares will be
voted by the Trustees of the ESOP in the
same proportion as the allocated shares
under the ESOP have voted.
[Anchor BanCorp Letterhead]
June 14, 1996
To: Participants in the Anchor BanCorp Wisconsin Inc. Employee Stock Ownership
Plan
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of Common Stock of the Company allocated to your account
under the Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Plan ("ESOP")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the ESOP by marking, dating, signing and returning the enclosed voting
instruction ballot to the Administrators of the ESOP in the accompanying
envelope. The ESOP Administrators will certify the totals to the Company for
the purpose of having those shares voted by the Trustees of the ESOP.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted by the Trustees in
the same ratio on each matter for which instructions for allocated shares are
received from all participants. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
allocated to your account under the ESOP. You will receive other voting
materials for those shares owned by you individually and not under the ESOP.
Sincerely,
Douglas J. Timmerman
President
[Anchor BanCorp Letterhead]
June 14, 1996
To: Persons Granted Restricted Stock Under the Management Recognition Plans of
Anchor BanCorp Wisconsin Inc.
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Company's Management Recognition Plans ("Recognition Plans")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
restricted shares granted to you and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Recognition Plans by marking, dating, signing and returning the enclosed
voting instruction ballot to the Administrators of the Recognition Plans in the
accompanying envelope. The Plan Administrators will certify the totals to the
Company for the purpose of having those shares voted by the Trustees of the
Recognition Plans.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Recognition
Plans are not received, the shares granted to you will be voted by the Trustees
of the Recognition Plans. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
granted to you under the Recognition Plans. You will receive other voting
materials for those shares owned by you individually and not under the
Recognition Plans.
Sincerely,
Douglas J. Timmerman
President
[Anchor BanCorp Letterhead]
June 14, 1996
To: Participants in the Retirement Plan of AnchorBank, S.S.B.
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on
a confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the AnchorBank Retirement Plan ("Retirement
Plan") will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Retirement Plan by marking, dating, signing and returning the enclosed
voting instruction ballot to Old Kent Bank, the trustee of the Retirement Plan
(the "Trustee"), in the accompanying envelope. Your voting instructions will
remain completely confidential. Only representatives of the Trustee, which will
tabulate the voting instructions, will have access to your ballots. The Trustee
will certify the totals to the Company for the purpose of having those shares
voted. No person associated with the Company or the Bank will see the
individual voting instructions.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Retirement Plan
are not received, the shares allocated to your account will be voted by the
Trustee. While I hope that you will vote in the manner recommended by the Board
of Directors, the most important thing is that you vote in whatever manner you
deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
allocated to your account under the Retirement Plan. You will receive other
voting materials for those shares owned by you individually and not under the
Retirement Plan.
Sincerely,
Douglas J. Timmerman
President