SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
North Central Bancshares, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
March 23, 2001
Dear Shareholders:
You are cordially invited to attend the 2001 Annual Meeting of
Shareholders (the "Annual Meeting") of North Central Bancshares, Inc. (the
"Company"), which will be held on April 27, 2001 at 10:00 a.m., Central Time, at
the Trolley Center, located at 900 Central Avenue, Fort Dodge, Iowa. Enclosed
are a Notice of Annual Meeting, Proxy Statement, Proxy Card and 2000 Annual
Report to Shareholders.
The attached Notice of Annual Meeting of Shareholders and Proxy
Statement describe the formal business to be transacted at the Annual Meeting.
In addition, management will report on the operations and activities of the
Company and there will be an opportunity for you to ask questions about the
Company's business.
Your vote is important regardless of the number of shares you own.
Whether or not you plan to attend the Annual Meeting, the Board of Directors
urges you to sign, date and return your Proxy Card as soon as possible in the
enclosed postage-paid envelope. This will not prevent you from voting in person
at the Annual Meeting, but will assure that your vote is counted if you are
unable to attend. If you are a shareholder whose shares are not registered in
your own name, you will need additional documentation from your record holder to
attend and to vote personally at the Annual Meeting. Examples of such
documentation would include a broker's statement, letter or other document that
will confirm your ownership of shares of the Company.
On behalf of the Board of Directors and all of the employees of the
Company and First Federal Savings Bank of Iowa, I wish to thank you for your
continued support.
Sincerely,
/s/ David M. Bradley
--------------------
David M. Bradley
Chairman of the Board, President and
Chief Executive Officer
NORTH CENTRAL BANCSHARES, INC.
825 CENTRAL AVENUE
FORT DODGE, IOWA 50501
(515) 576-7531
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 27, 2001
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Shareholders
(the "Annual Meeting") of North Central Bancshares, Inc. (the "Company") will be
held on April 27, 2001 at 10:00 a.m., Central Time, at the Trolley Center,
located at 900 Central Avenue, Fort Dodge, Iowa, for the following purposes:
1. To elect two directors to hold office until the annual meeting of
shareholders to be held in 2004 and until their respective
successors have been duly elected and qualified;
2. To ratify the appointment by the Board of Directors of the firm
of McGladrey & Pullen, LLP as independent auditors for the
Company for the fiscal year ending December 31, 2001; and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof. As of
the date hereof, management is not aware of any other such
business.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 12, 2001 as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting and at any adjournment or
postponement thereof.
Your vote is important regardless of the number of shares you own.
Whether or not you plan to attend the annual meeting, please sign, date and
return the enclosed proxy card as soon as possible in the enclosed postage-paid
envelope.
By Order of the Board of Directors,
/s/ Jean L. Lake
----------------
Jean L. Lake
Secretary
Fort Dodge, Iowa
March 23, 2001
NORTH CENTRAL BANCSHARES, INC.
825 CENTRAL AVENUE
FORT DODGE, IOWA 50501
(515) 576-7531
------------------------
PROXY STATEMENT FOR THE
2001 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 2001
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GENERAL INFORMATION
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General
This Proxy Statement and the accompanying Proxy Card are being mailed
to shareholders of North Central Bancshares, Inc. ("North Central Bancshares" or
the "Company") on or about March 23, 2001 in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the 2001 Annual
Meeting of Shareholders (the "Annual Meeting") and at any adjournment or
postponement thereof. The Annual Meeting will be held on April 27, 2001 at 10:00
a.m., Central Time, at the Trolley Center, located at 900 Central Avenue, Fort
Dodge, Iowa.
As more fully described in this Proxy Statement, the purposes of the
Annual Meeting are (1) to elect two directors, each to serve for a three-year
term expiring in 2004 ("Proposal 1"); (2) to ratify the appointment of McGladrey
& Pullen, LLP as independent auditors for the Company for the fiscal year ending
December 31, 2001 ("Proposal 2"); and (3) authorization of the Board of
Directors, in its discretion, to direct the vote of proxies upon such matters
incident to the conduct of the Annual Meeting, as may properly come before the
Annual Meeting, and any adjournment or postponement thereof, including, without
limitation, a motion to adjourn the Annual Meeting ("Proposal 3").
Record Date and Voting
The Board of Directors of the Company has fixed the close of business
on March 12, 2001 as the record date (the "Record Date") for the determination
of the holders of the Company's common stock, par value $.01 per share (the
"Common Stock"), entitled to notice of and to vote at the Annual Meeting. Only
holders of record of Common Stock at the close of business on that date will be
entitled to vote at the Annual Meeting and at any adjournment or postponement
thereof. At the close of business on the Record Date, there were 1,897,380
shares of Common Stock outstanding.
Each holder of shares of Common Stock outstanding on the Record Date
will be entitled to one vote for each share held of record upon each matter
properly submitted at the Annual Meeting and at any adjournment or postponement
thereof. The presence, in person or by proxy, of the holders of at least a
majority of the total number of outstanding shares of Common Stock entitled to
vote at the Annual Meeting is necessary to constitute a quorum.
1
As provided in the Company's Articles of Incorporation, record holders
of Common Stock who beneficially own in excess of 10% of the outstanding shares
of Common Stock ("Excess Shares") shall be entitled to cast one one-hundredth of
one vote per share for each Excess Share. A person or entity is deemed to
beneficially own shares owned by an affiliate as well as persons acting in
concert with such person or entity. The Company's Articles of Incorporation
authorize the Board of Directors to interpret and apply the provisions of the
Articles of Incorporation and Bylaws governing Excess Shares, and to determine
on the basis of information known to them after reasonable inquiry all facts
necessary to ascertain compliance with the Articles of Incorporation, including,
without limitation, (i) the number of shares of Common Stock beneficially owned
by any person or purported owner, (ii) whether a person or purported owner is an
affiliate or associate of, or is acting in concert with, any other person or
purported owner and (iii) whether a person or purported owner has an agreement
or understanding with any person or purported owner as to the voting or
disposition of any shares of Common Stock.
If the enclosed Proxy Card is properly executed and received by the
Company in time to be voted at the Annual Meeting, the shares represented
thereby will be voted in accordance with the instructions marked thereon.
Executed proxies with no instructions indicated thereon will be voted "FOR" each
of the nominees for election as Directors and "FOR" each of the other proposals
set forth in the accompanying Notice of Annual Meeting.
Management is not aware of any matters other than those set forth in
the Notice of Annual Meeting that may be brought before the Annual Meeting. If
any other matters properly come before the Annual Meeting, the persons named in
the accompanying proxy will vote the shares represented by all properly executed
proxies on such matters in such manner as shall be determined by a majority of
the Board of Directors of the Company.
Vote Required
Directors are elected by a plurality of the votes cast in person or by
proxy at the Annual Meeting. The holders of Common Stock may not vote their
shares cumulatively for the election of directors. Approval of Proposals 2 and 3
requires the affirmative vote of the holders of a majority of the outstanding
shares of Common Stock represented in person or by proxy at the Annual Meeting
and entitled to vote thereon. Shares as to which the "ABSTAIN" box has been
selected on the Proxy Card with respect to any of Proposals 2 or 3 will be
counted as present and entitled to vote and will have the effect of a vote
against such proposal. In contrast, shares underlying broker non-votes will not
be counted as present and entitled to vote and will have no effect on the votes
for Proposals 2 and 3.
Revocability of Proxies
The presence of a shareholder at the Annual Meeting will not
automatically revoke such shareholder's proxy. However, a shareholder may revoke
a proxy at any time prior to its exercise by (1) filing a written notice of
revocation with the Secretary of the Company, (2) delivering to the Secretary of
the Company prior to the Annual Meeting a duly executed proxy bearing a later
date or (3) attending the Annual Meeting, filing a written notice of revocation
with the Secretary of the meeting and voting in person. If you are a shareholder
whose shares are not registered in your own name, you will need additional
documentation from your record holder to attend and to vote personally at the
Annual Meeting. Examples of such documentation would include a broker's
statement, letter or other document that will confirm your ownership of shares
of the Company.
2
Solicitation of Proxies
The Company will bear the cost of soliciting proxies from its
shareholders. Proxies may be solicited personally or by telephone or telegraph
by directors, officers and employees of the Company or its subsidiaries, without
additional compensation. The Company also will provide persons, firms and
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, proxy material for transmittal to such
beneficial owners, and will reimburse such record holders for their reasonable
expenses incurred in connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Shareholders of the Company
The following table sets forth, as of March 12, 2001, certain
information as to the Common Stock beneficially owned by persons owning in
excess of 5% of the outstanding shares of Common Stock. Management knows of no
person, except as listed below, who beneficially owned more than 5% of the
Company's outstanding shares of Common Stock as of March 12, 2001. Except as
otherwise indicated, the information provided in the following table was
obtained from filings with the Securities and Exchange Commission (the "SEC")
and with the Company pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Addresses provided are those listed in the filings as the
address of the person authorized to receive notices and communications. For
purposes of the table below and the table set forth under "Security Ownership of
Management," in accordance with Rule 13d-3 under the Exchange Act, a person is
deemed to be the beneficial owner, for purposes of this table, of any shares of
Common Stock (1) over which such person has or shares, directly or indirectly,
voting or investment power, or (2) of which such person has the right to acquire
beneficial ownership at any time within 60 days after March 12, 2001. As used
herein, "voting power" is the power to vote or direct the voting of shares and
"investment power" includes the power to dispose or direct the disposition of
such shares.
Name and Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent(5)
---------------- -------------------- -------
Wellington Management Company, LLP 196,700(1) 10.29%
75 State Street
Boston, MA 02109
Employee Stock Ownership Plan of 184,824(2) 9.67%
First Federal Savings Bank of Iowa
825 Central Avenue
Fort Dodge, IA 50501
Dimensional Fund Advisors, Inc. 155,100(3) 8.11%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Brandes Investment Partners, L.P. 140,482(4) 7.35%
12750 High Bluff Drive
San Diego, CA 92130
<FN>
(1) Based on a Schedule 13G/A, dated December 31, 2000, and filed with the SEC
on January 10, 2001 by Wellington Management Company, LLP ("Wellington").
Wellington is an investment advisor which may be deemed to beneficially own
the 196,700 shares of the Company's Common Stock which are held of record
by clients of Wellington, which clients are entitled to receive, or have
the power to direct the receipt of, dividends from, or the proceeds from
the sale of, such shares. Wellington has shared voting power over 171,900
shares and has shared investment power over 196,700 shares of the Company's
Common Stock.
(Footnotes to the table continue on the next page)
3
(2) The Employee Stock Ownership Plan ("ESOP") is administered by a committee
of the Company's Board of Directors (the "ESOP Committee"). The ESOP's
assets are held in a trust (the "ESOP Trust"), for which First Bankers
Trust Company, N.A. serves as trustee (the "ESOP Trustee"). The ESOP Trust
purchased these shares with funds borrowed from the Company, initially
placed these shares in a suspense account for future allocation and intends
to allocate them to employees over a period of years as its acquisition
debt is retired. The terms of the ESOP Trust Agreement provide that,
subject to the ESOP Trustee's fiduciary responsibilities under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the ESOP
Committee will vote, tender or exchange shares of Common Stock held in the
ESOP Trust in accordance with the following rules. The ESOP Committee will
vote, tender or exchange shares of Common Stock allocated to participants'
accounts in accordance with instructions received from the participants. As
of December 31, 2000, 117,943 shares held by the ESOP Trust have been
allocated. The ESOP Committee will vote allocated shares as to which no
instructions are received and any shares that have not been allocated to
participants' accounts in the same proportion as allocated shares with
respect to which the ESOP trustee receives instructions are voted. The ESOP
Trustee will tender or exchange any shares in the suspense account or that
otherwise have not been allocated to participants' accounts in the same
proportion as allocated shares with respect to which the ESOP Trustee
receives instructions are tendered or exchanged. With respect to allocated
shares as to which no instructions are received, the ESOP Trustee will be
deemed to have received instructions not to tender or exchange such shares.
Except as described above, the ESOP Committee of the Company's Board of
Directors has sole investment power, but no voting power over the Common
Stock held in the ESOP Trust.
(3) Based on a Schedule 13G, dated December 31, 2000, and filed with the SEC on
February 2, 2001, by Dimensional Fund Advisors, Inc. ("Dimensional").
Dimensional is an investment adviser which may be deemed to beneficially
own the 155,100 shares of the Company's Common Stock. Dimensional disclaims
beneficial ownership of such shares.
(4) Based on Schedule 13G/A, dated December 31, 2000, and filed with the SEC on
February 14, 2000 by Brandes Investment Partners, L.P. ("Brandes"). Brandes
is an investment adviser which may be deemed to beneficially own the
140,482 shares of the Company's Common Stock. Brandes has shared voting of
62,037 shares and investment power over 140,482 shares of the Company's
Common Stock.
(5) Percentages with respect to each person or group of persons have been
calculated based upon 1,911,880 shares of Common Stock, the number of
shares outstanding as of January 31, 2001.
</FN>
4
Security Ownership of Management
The following table sets forth information with respect to the shares of
Common Stock beneficially owned by each director of the Company, by each Named
Executive Officer of the Company identified in the Summary Compensation Table
included elsewhere herein and all directors and executive officers of the
Company or the Company's wholly owned subsidiary, First Federal Savings Bank of
Iowa (the "Bank") as a group as of March 12, 2001.
Amount and Percent of
Nature of Common
Beneficial Stock
Name Title (1) Ownership(2)(3)(4) Outstanding(5)
---- --------- ------------------ --------------
David M. Bradley Chairman of the
Board, President
and Chief
Executive Officer 70,080(7) 3.61%
KaRene Egemo Director 34,472(8) 1.80%
Howard A. Hecht Director 36,064(9) 1.88%
Melvin R. Schroeder Director 23,504(10) 1.23%
Mark M. Thompson Director 9,500(11) 0.50%
Robert H. Singer, Jr Director 14,312(12) 0.75%
Craig R. Barnes Director 2,200(6) 0.12%
All directors and executive officers
as a group (13 persons) 425,625 20.72%
<FN>
(1) Titles are for both the Company and the Bank.
(2) See "Principal Shareholders of the Company" for a definition of "beneficial
ownership." All persons shown in the above table have sole voting and
investment power, except as otherwise indicated.
(3) The figure shown for all directors and executive officers as a group
includes all 184,824 shares held in the ESOP as to which the members of the
Company's ESOP Committee (consisting of Directors Hecht, Egemo and
Schroeder) may be deemed to have sole investment power, except in limited
circumstances, thereby causing each such Committee member to be deemed a
beneficial owner of such shares. Each of the members of the ESOP Committee
disclaims beneficial ownership of such shares and, accordingly, such shares
are not attributed to the members of the ESOP Committee individually.
(4) The figures shown include 4,484 shares held pursuant to First Federal
Savings Bank of Iowa Employees' Savings and Profit Sharing Plan and Trust
that have been allocated as of December 31, 2000 to all executive officers
as a group. Such persons have sole voting power and sole investment power
as to such shares.
(5) Percentages with respect to each person or group of persons have been
calculated as though the number of outstanding shares of Common Stock was
1,897,380, the number of shares of Common Stock outstanding as of March 12,
2001, plus in the case of each individual and the group, the number of
additional shares of Common Stock which would be issued upon the exercise
of all options by such individuals or group, respectively, within 60 days
after March 12, 2001.
(6) Includes 200 shares over which Mr. Craig R. Barnes has shared voting and
investment power. The figure shown includes 2,000 shares which may be
acquired upon the exercise of stock options within 60 days of March 12,
2001.
(7) Includes 7,740 shares over which Mr. David M. Bradley has shared voting and
investment power. The figure shown includes 13,625 shares held in trust
pursuant to the ESOP that have been allocated as of December 31, 2000 to
Mr. Bradley's individual account. Mr. Bradley has voting power (subject to
the legal duties of the ESOP Trustee) but no investment power, except in
limited circumstances, as to such shares. The figure shown for Mr. Bradley
does not include 66,881 shares held in trust pursuant to the ESOP that have
not been allocated to any individual's account and as to which Mr. Bradley
shares voting power with other ESOP participants. Includes 44,000 shares
which may be acquired upon the exercise of stock options within 60 days of
March 12, 2001.
(8) Includes 19,762 shares over which Ms. KaRene Egemo has shared voting and
investment power. Includes 14,710 shares which may be acquired upon the
exercise of stock options within 60 days of March 12, 2001.
(9) Includes 7,264 shares over which Mr. Howard A. Hecht has shared voting and
investment power. Includes 16,000 shares which may be acquired upon the
exercise of stock options within 60 days of March 12, 2001.
(Footnotes to the table continue on the next page)
5
(10) Includes 7,504 shares over which Mr. Melvin R. Schroeder has shared voting
and investment power. Includes 16,000 shares which may be acquired upon the
exercise of stock options within 60 days of March 12, 2001.
(11) Includes 4,000 shares which may be acquired upon the exercise of stock
options within 60 days of March 12, 2001.
(12) Includes 4,812 shares over which Mr. Robert H. Singer, Jr. has shared
voting and investment power. Includes 9,500 shares which may be acquired
upon the exercise of stock options within 60 days of March 12, 2001.
(13) Includes 51,274 shares over which the directors and executive officers
share voting power, 51,274 shares over which the directors and executive
officers share investment power and an aggregate of 156,910 shares which
may be acquired upon the exercise of stock options within 60 days of March
12, 2001.
</FN>
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PROPOSAL ONE
ELECTION OF DIRECTORS
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General
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes, each class to contain, as near as
may be possible, one-third of the entire number of the Board. The directors of
each class serve for a term of three years, with one class elected each year. In
all cases, directors serve until their successors are elected and qualified. At
the Annual Meeting, Mr. Howard A. Hecht will be retiring from the Board of
Directors, effective April 27, 2001, the date of the Annual Meeting.
The Nominating Committee has nominated two candidates for election as
directors at the Annual Meeting, each to serve for a three-year term ending in
2004. Each nominee has consented to being named in this Proxy Statement and to
serve, if elected. However, if any nominee should become unable to serve, the
proxies received in response to this solicitation that were voted in favor of
such nominee will be voted for the election of such other person as shall be
designated by the Board of Directors of the Company, unless the Board of
Directors shall determine to further reduce the number of directors pursuant to
the Bylaws of the Company. In any event, proxies cannot be voted for a greater
number of persons than the two nominees named.
Information with Respect to Nominees and Continuing Directors
The following table sets forth certain information with respect to each
nominee for election as a director and each director whose term does not expire
at the Annual Meeting ("Continuing Director"). There are no arrangements or
understandings between the Company and any director or nominee pursuant to which
such person was elected or nominated to be a director of the Company. For
information with respect to security ownership of directors, see "General
Information -- Security Ownership of Certain Beneficial Owners and Management --
Security Ownership of Management."
6
End of Director
Name Age(1) Term Position Held with Company Since(2)
---- ------ ---- -------------------------- --------
Nominees for a Three-Year
Term Expiring in 2004
- ---------------------
Craig R. Barnes 43 2004 Director 2001
Melvin R. Schroeder 64 2004 Director 1992
Continuing Directors
- --------------------
KaRene Egemo 64 2002 Director 1993
Mark M. Thompson 49 2002 Director 1999
David M. Bradley 49 2003 Chairman of the Board, President 1989
and Chief Executive Officer
Robert H. Singer, Jr 52 2003 Director 1997
Retiring Director
- -----------------
Howard A. Hecht 73 2001 Director 1990
<FN>
(1) At March 29, 2001.
(2) Includes terms as directors of the Bank prior to the incorporation of the Company on December 5, 1995.
</FN>
The principal occupation and business experience of each nominee for
election as director and of each continuing director are set forth below.
Nominees for Election as Directors
Craig R. Barnes is the Executive Director of International Products for
Principal Capital Management ("IPPCM"), a member of the Principal Financial
Group, a position he has held since August of 2000. Mr. Barnes has served with
Principal Financial Group in Des Moines, Iowa in various capacities since 1979.
Melvin R. Schroeder is Vice President of Instruction at Iowa Central
Community College in Fort Dodge, Iowa. He has been employed with the College
since 1967.
The board of directors unanimously recommends a vote "FOR" Approval of
both nominees for election as directors.
Continuing Directors
KaRene Egemo has been the owner of Egemo Realty, Inc. in Fort Dodge,
Iowa since 1978.
Mark M. Thompson has been the owner of Mark Thompson CPA, P.C. in Fort
Dodge, Iowa since 1984 and has been a certified public accountant since 1978.
David M. Bradley has been President of the Bank since 1990 and Chief
Executive Officer of the Bank since 1992. He has been affiliated with the Bank
since 1982. Mr. Bradley has served as the President and Chief Executive Officer
of the Company since the Company's inception in December 1995. He became
Chairman of the Board of the Company and the Bank as of January 1, 1997.
Robert H. Singer, Jr. has been the co-owner of Calvert, Singer & Kelley
Insurance Services, Inc., an insurance agency, in Fort Dodge, Iowa, since 1988.
7
Retiring Director
Howard A. Hecht has served as a director of the Company since 1990. He
is a retired insurance executive and was employed for 39 years as Vice President
with Principal Mutual Life Insurance Company in Des Moines, Iowa. He will be
retiring from the Board of Directors effective on April 27, 2001.
Board and Committee Meetings
The Company's Board of Directors held 12 regular meetings, one annual
meeting and one special meeting during 2000. During 2000, all directors of the
Company attended at least 75% of the total meetings held during the period of
their service on the Board of Directors and committees thereof. The Board of
Directors maintains committees, the nature and composition of which are
described below.
Personnel and Compensation Committee. The Personnel and Compensation
Committee meets periodically to review the performance of and to make
recommendations to the Board regarding the compensation of the Company's
officers. The current Personnel and Compensation Committee of the Company is
comprised of Directors Hecht (Chairman), Egemo and Schroeder. The Personnel and
Compensation Committee met 3 times during the year ended December 31, 2000.
Nominating Committee. The Nominating Committee discusses director
nominations prior to each Annual Meeting of the Company. Currently, it is
comprised of Directors Egemo (Chairperson), Thompson and Singer. The Nominating
Committee met 3 time during the year ended December 31, 2000.
The Nominating Committee met on January 26, 2001 to select the nominees
for election as directors at the Annual Meeting. In accordance with the Bylaws
of the Company, no nominations for election as directors, except those made by
the Nominating Committee, shall be voted upon at the Annual Meeting unless
properly made by a shareholder. No nominations for directors were received from
shareholders for the elections to be held at the Annual Meeting. To be timely,
notice of a shareholder's nomination for an annual meeting must be delivered to
or received by the Corporate Secretary of the Company not less than 60 days
prior to the date of the meeting if such meeting is to be held on a day which is
within 30 days preceding the anniversary of the previous year's annual meeting,
not less than 90 days prior to the date of the meeting if such meeting is to be
held on or after the anniversary of the previous year's annual meeting, or, with
respect to an annual meeting held at any other time, not more than 10 days
following the date on which notice of such meeting is first given to
shareholders.
Examining and Audit Committee. The Examining and Audit Committee
recommends the selection of the Company's independent accountants to the Board
and meets with the accountants to discuss the scope and to review the results of
the annual audit. It is comprised of Directors Schroeder (Chairman), Egemo and
Thompson. Each member of the Examining and Audit Committee is "independent"
under the definition of independence contained in the National Association of
Securities Dealers' listing standards for the NASDAQ Stock Market. The Examining
and Audit Committee of the Company met 4 times during the year ended December
31, 2000.
The board of directors of North Central Bancshares has adopted a written
charter for the Audit Committee, which is attached to this proxy statement as
Appendix A.
8
AUDIT COMMITTEE REPORT
NORTH CENTRAL BANCSHARES, INC. AUDIT COMMITTEE REPORT
The following Audit Committee Report is provided in accordance with the
rules and regulations of the SEC. Pursuant to such rules and regulations, this
report shall not be deemed "soliciting materials," filed with the SEC, subject
to Regulation 14A or 14C of the SEC or subject to the liabilities of section 18
of the Securities Exchange Act of 1934, as amended.
The Audit Committee has reviewed and discussed the audited financial
statements as of and for the year ended December 31, 2000 with management. The
committee has also reviewed and discussed with McGladrey & Pullen, LLP, their
independent auditors the matters required to be discussed by SAS 61.
The Audit Committee also has received the written disclosures and the
letter from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No.1, Independence
Discussions with Audit Committee) and has discussed McGladrey & Pullen, LLP's
independence with that firm.
Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors of the Company that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.
Audit Committee of North Central Bancshares, Inc.
Melvin R. Schroeder (Chairman)
KaRene Egemo
Mark M. Thompson
Executive Officers
The following individuals are executive officers of the Company and the
Bank and hold the offices set forth below opposite their names.
Name Positions Held with the Company and the Bank
---- --------------------------------------------
C. Thomas Chalstrom Executive Vice President
Jean L. Lake Secretary
John L. Pierschbacher Treasurer
Kirk A. Yung Senior Vice President
Name Position Held with the Bank
---- ---------------------------
C. Thomas Chalstrom Chief Operating Officer
The executive officers of the Company and the Bank are elected annually
and hold office until their respective successors have been elected and
qualified, or until death, resignation, or removal by the Boards of Directors of
each of the Company and the Bank.
Biographical information of executive officers of the Company and the
Bank is set forth below.
C.Thomas Chalstrom, age 37, has been employed with the Bank since 1985,
was named Executive Vice President in December 1994. Mr. Chalstrom was named
Chief Operating Officer of the Bank in December 1998.
Jean L. Lake, age 58, has been employed with the Bank since 1972 and was
named Secretary in 1987. Ms. Lake serves as Board Secretary and is in charge of
marketing.
9
John L. Pierschbacher, CPA, age 41, has been employed with the Bank
since 1992. Mr. Pierschbacher was named Treasurer of the Bank in January 1994.
He is the Bank and the Company's Chief Financial Officer and is in charge of the
accounting functions of the Bank and the Company. Mr. Pierschbacher was employed
in public accounting for nine years at the public accounting firm of McGladrey &
Pullen, LLP prior to joining the Bank.
Kirk A. Yung, age 38, has been employed with the Bank since 1990, was
named Senior Vice President in January 1995 and is in charge of consumer
lending. Mr. Yung had five years of experience in various positions with
financial institutions before joining the Bank.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Fee Arrangements. Currently, non-employee directors receive monthly fees
of $450, an additional director's fee of $300 for each monthly meeting attended
and $75 for each committee meeting attended.
Stock Option Plan. Directors of the Company are eligible to receive
grants of Options pursuant to the Company's Option Plan. See "-- Stock Option
Plan." Under the Stock Option Plan, individuals who were non-employee directors
("Eligible Directors") on September 21, 1996, (the "Effective Date") received an
initial grant of an option to purchase 20,000 shares of Common Stock. All such
options are exercisable in five equal installments beginning one year from the
date of grant. Individuals who became an Eligible Director after the Effective
Date, but before January 1, 1998, were granted on each of January 1, 1997 and
1998, an option to purchase 500 shares and on January 23, 1998, an additional
option to purchase 3,000 shares of Common Stock. Such options were immediately
exercisable upon grant. Such Eligible Directors and any individuals who become
an Eligible Director after January 1, 1998, will be granted on each January 1
after 1998, an option, which will be immediately exercisable upon grant, to
purchase 2,000 shares of Common Stock, provided the Plan is still in effect and
the Eligible Director is still serving as such on the date of grant. All options
granted to Eligible Directors under the Stock Option Plan have an exercise price
per share equal to the fair market value of a share of Common Stock on the date
of the option grant.
Executive Compensation
The Report of the Company's Personnel and Compensation Committee the
"Report" and the Performance Graph the "Graph" included in this section are
provided in accordance with the rules and regulations of the SEC. Pursuant to
such rules and regulations, the Report and the Graph shall not be deemed
"soliciting material," filed with the SEC, subject to Regulation 14A or 14C of
the SEC or subject to the liabilities of section 18 of the Exchange Act.
Compensation Committee Report
The 2000 compensation programs described in this Proxy Statement were
established by the Personnel and Compensation Committee of the Company's Board
of Directors. This Committee is comprised entirely of non-employee directors.
The Company's compensation program was designed to create and sustain
high performance, to attract and retain the people necessary to grow the
business, and to induce employees to act as shareholders of the Company and to
become personally accountable for their own individual actions and the overall
Company's success. The program was designed to be highly sensitive to
performance and reflect both short and long term performance.
The 2000 compensation program consists of three components: (1) base
salary; (2) annual bonus; and (3) long term incentives, e.g., stock options and
fringe benefits. These elements are intended to provide an overall compensation
package that is commensurate with the Company's financial resources, that is
appropriate to assure the retention of experienced management personnel,
especially in these times of great competition for skilled personnel, and align
their financial interests with those of the Company's shareholders, and that is
responsive to immediate and long-term needs of executive officers and their
families.
10
During 2000, base salaries were set at levels determined, in the
subjective judgment of the Compensation Committee, to be commensurate with the
executive officers' customary respective duties and responsibilities, and to
enable them to maintain appropriate standards of living within their
communities. During the year 2000 discretionary bonus awards were reduced and
were replaced with incentives based on achieving established goals. Fringe
benefit plans, consisting of a pension plan, 401(K) plan, and group insurance
coverages, are designed to provide for health and welfare of the executives and
their families, as well as for their long term financial needs. In addition, all
executive officers participate in the Company's Employee Stock Ownership Plan
(the "ESOP"). Each executive officer has an individual account within the ESOP
Trust which is invested in employers securities, with the result of that portion
of each executive officers long-term retirement savings being tied to the
performance of the Bank and the Company.
The Chief Executive Officer's base salary for the year 2000 was set at
$190,000, and he was not awarded any bonus for 2000.
Personnel and Compensation
Committee of North Central
Bankshares, Inc.
Howard A. Hecht (Chairman)
KaRene Egemo
Melvin R. Schroeder
Compensation Committee Interlocks and Insider Participation. There are
no interlocks, as defined under the rules and regulations of the SEC, between
the Personnel and Compensation Committee and corporate affiliates of members of
the Personnel and Compensation Committee or otherwise.
11
Performance Graph
Pursuant to the regulations of the SEC, the graph below compares the
performance of the Bank with that of the Nasdaq Composite Index (U.S. Companies)
and the Nasdaq Bank Composite Index (banks and bank holding companies, over 99%
of which are based in the United States) from December 29, 1995 through December
29, 2000. On March 20, 1996, the Bank completed a reorganization from the mutual
holding company form of organization to the stock holding company form of
organization. In connection with this reorganization, each outstanding share of
the Bank's common stock was converted into 1,385,590 shares of the Company's
common stock and the Company sold and issued 2,625,467 additional shares of its
common stock at a subscription price of $10.00 per share. At that time, the
Company replaced the Bank as the issuer listed by The Nasdaq Stock Market.
Accordingly, the graph below presents performance of the Bank's stock through
March 20, 1996 and the Company's stock through December 29, 2000, the last
trading day before the December 31, 2000 fiscal year end. The graph assumes the
reinvestment of dividends in additional shares of the same class of equity
securities as those below.
[PERFORMANCE GRAPHIC APPEARS HERE]
Legend
Symbol CRSP Total Returns Index for: 12/1995 12/1996 12/1997 12/1998 12/1999 12/2000
- ------ ----------------------------- ------- ------- ------- ------- ------- -------
______ North Central Bancshares, Inc. 100.0 120.2 178.8 154.4 140.5 168.2
Nasdaq Stock Market (US Companies) 100.0 123.0 150.7 212.5 394.9 237.6
- ------ Nasdaq Financial Stocks 100.0 128.4 196.3 190.7 189.5 207.0
SIC 6000-6799 US & Foreign
Notes:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 12/29/1995.
There can be no assurance that stock performance will continue into the
future with the same or similar trends depicted in the graph above.
12
Summary Compensation Table.
The following Summary Compensation Table includes individual
compensation information on the Chief Executive Officer (the "Named Executive
Officer") for services rendered in all capacities to the Company and the Bank
during the fiscal years ended December 31, 2000, 1999 and 1998. No other officer
received total salary and bonus in excess of $100,000 in fiscal 2000.
Summary Compensation Table
Long Term
Compensation
------------
Annual Compensation Awards
------------------- ------------
Securities
Underlying
Options/ All Other
Name and Principal Salary Bonus SARS Compensation
Positions Year ($)(1) ($) (#) ($)(2)
- ---------------------------- ---- ------- ----- ----------- ------------
David M. Bradley 2000 190,000 101 -- 23,296
Chairman of the Board, 1999 175,000 5,101 -- 21,503
President and Chief Executive 1998 165,000 101 20,000 38,595
Officer
<FN>
(1) Amount shown is gross earnings, including amounts contributed by Mr.
Bradley on an after-tax basis to the Bank's Thrift Plan.
(2) Includes allocations under the ESOP of 1,341, 1,434, and 2,173 shares of
the Company's Common Stock for 2000, 1999 and 1998 with a total market
value of $23,296, $21,503 and $38,595, respectively, as of their respective
allocation dates of December 31, 2000, 1999 and 1998, based on the closing
sales prices for shares of the Company's common stock on The Nasdaq Stock
Market on such dates.
</FN>
Employment Agreements.
Effective as of March 20, 1996, the Company entered into an employment
agreement with Mr. Bradley, and the Bank entered into an amended and restated
employment agreement with Mr. Bradley (collectively, the "Employment
Agreements"). The Employment Agreements establish the duties and compensation of
Mr. Bradley and are intended to ensure that the Bank and the Company will be
able to maintain a stable and competent management base.
The Employment Agreements with Mr. Bradley provide for a three-year
term. The Bank Employment Agreement provides that, commencing on the first
anniversary date and continuing each anniversary date thereafter, the Board of
Directors may, with Mr. Bradley's concurrence and after conducting a performance
evaluation, extend this term for an additional year, so that the remaining term
shall be three years. The Company Employment Agreement provides for automatic
daily extensions such that the term of the Company Employment Agreement shall be
a rolling period of three years unless written notice of non-renewal is given by
the Company's Board of Directors or Mr. Bradley. Mr. Bradley's base salary will
be reviewed annually by the Personnel and Compensation Committee of the Board.
Subject to such review, Mr. Bradley's base salary may be increased on the basis
of his job performance and the overall performance of the Bank and the Company.
In addition to base salary, the Employment Agreements provide for, among other
things, entitlement to participation in stock, retirement and welfare benefit
plans and eligibility for fringe benefits applicable to executive personnel such
as a company car and fees for club and organization memberships deemed
appropriate by the Bank or the Company and Mr. Bradley. The Employment
Agreements provide for termination by the Bank or the Company at any time for
"cause" as defined in the Employment Agreements. In the event the Bank or the
Company chooses to terminate Mr. Bradley's employment for reasons other than for
cause, or in the event of Mr. Bradley's resignation from the Bank and the
Company upon: (i) failure to re-appoint, elect or re-elect him to his current
offices; (ii) a material change in his functions, duties or responsibilities;
13
(iii) a relocation of his principal place of employment outside Webster County,
Iowa without his consent; (iv) liquidation or dissolution of the Bank or the
Company; (v) a change of control; or (vi) a breach of the Employment Agreement
by the Bank or the Company, Mr. Bradley or, in the event of death, his
beneficiary, would be entitled to a lump sum cash payment in an amount equal to
the present value of the remaining base salary and bonus payments due to him and
the additional contributions or benefits that would have been earned under any
employee benefit plans of the Bank or the Company during the remaining terms of
the Employment Agreements. The Bank and the Company would also continue Mr.
Bradley's life, health and disability insurance coverage for the remaining term
of the Employment Agreements.
In general, for purposes of the Employment Agreements and the plans
maintained by the Company or the Bank, a "change in control" will generally be
deemed to occur when a person or group of persons acting in concert acquires
beneficial ownership of 20% or more of any class of equity security, such as
Common Stock of the Company or the Bank, or in the event of a tender offer,
exchange offer, merger or other form of business combination, sale of assets or
contested election of directors which results in a change in control of the
majority of the Board of Directors of the Company or the Bank.
Payment under the Company Agreement would be made by the Company. In
addition, payments to Mr. Bradley under the Bank Agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
However, to the extent that payments under the Company Agreement and the Bank
Agreement are duplicative, payments due under the Company's Employment Agreement
would be offset by amounts actually paid by the Bank. The Employment Agreements
also provide that Mr. Bradley would be entitled to reimbursement of certain
costs incurred in negotiating, interpreting or enforcing the Employment
Agreements. Mr. Bradley would also be indemnified by the Bank and the Company to
the fullest extent allowable under federal and Iowa law, respectively.
Cash and benefits paid to Mr. Bradley under the Employment Agreements
together with payments under other benefit plans following a "change in control"
of the Bank or the Company may constitute an "excess parachute" payment under
Section 280G of the Internal Revenue Code (the "Code"), resulting in the
imposition of a 20% excise tax on the recipient and the denial of the deduction
for such excess amounts to the Company and the Bank. In such an event, payments
under the Employment Agreements will be limited to the lesser of: (i) 2.99 times
Mr. Bradley's average total compensation (whether or not taxable) for the period
of five taxable years ending immediately prior to his termination of employment,
or (ii) after provision for the excise tax, if any, imposed under section 4999
of the Code, the greater of an amount 2.99 times Mr. Bradley's average taxable
compensation for the period of five taxable years ending immediately prior to
his termination of employment or the maximum amount which may be paid to Mr.
Bradley under the Employment Agreements without giving rise to such tax.
The Employment Agreements also generally provide that for a period of
one year following termination for cause, Mr. Bradley agrees not to compete with
the Bank or Company in any city, town or county in which the Bank or Company
maintains an office or has filed an application to establish an office. The
Employment Agreements also provide that Mr. Bradley agrees to keep any material
document or information obtained from the Bank or Company confidential. In
addition, the Employment Agreements provide that for a period of one year
following termination, Mr. Bradley agrees not to solicit or offer employment to
any officer or employee of the Bank or Company or solicit their respective
customers.
Pension Plan.
The Bank participates in a multiple-employer noncontributory
tax-qualified defined benefit plan (the "Retirement Plan") for eligible
employees. As required, the Bank annually contributes an amount to the
Retirement Plan necessary to satisfy the actuarially determined minimum funding
requirements in accordance with the ERISA.
14
Pension Plan Table.
The following table sets forth the estimated annual benefits payable
upon retirement at age 65 under the Bank's Retirement Plan based on the
Retirement Plan provisions at December 31, 2000. The amounts are expressed in
the form of a single life annuity available at various levels of compensation
and years of benefit service:
Years of Service and
Benefit Payable at Retirement
------------------------------------------------------------------
Highest Average
Salary 15 20 25 30 35
- ------------- ---------- ----------- ----------- ----------- -----------
$100,000 27,368 36,490 45,613 54,735 63,858
125,000 34,868 46,490 58,113 69,735 81,358
150,000 42,368 56,490 70,613 84,735 98,858
175,000(1) 48,368(1) 64,490(1) 80,613(1) 96,735(1) 112,858(1)
<FN>
(1) Under section 401(a)(17) of the Code, a participant's compensation in
excess of $170,000 (as adjusted to reflect cost- of-living increases)
is disregarded for purposes of determining highest average salary for
benefit accruals in plan years beginning in or after 1994.
</FN>
These annual benefit amounts are subject to adjustments for Social
Security benefits. At December 31, 2000, David M. Bradley had 17 years of
credited service under the Retirement Plan and his highest average salary was
$149,502. Compensation recognized for purposes of retirement plan benefits
consists of salary as reported in the "Salary" column of the Summary
Compensation Table.
Stock Option Plan.
The Option Plan was approved by the Company's shareholders at a Special
Meeting of Shareholders held on September 21, 1996. The Option Plan provides for
the grant of Options to certain officers, employees and outside directors of the
Company. The Option Plan is not subject to ERISA. The purpose of the Option Plan
is to promote the growth and profitability of the Company; to provide certain
key officers; employees and directors of the Company and its affiliates with an
incentive to achieve corporate objectives, to attract and retain individuals of
outstanding competence and to provide such individuals with an equity interest
in the Company.
15
The following table provides information with respect to the number of
shares of Common Stock represented by outstanding options held by Mr. Bradley on
December 31, 2000 and the value for such options that are "in-the-money"
options. The value for "in-the-money" options represents the positive spread
between the exercise price of any such option and the year-end price of the
Common Stock, which was $17.375 per share.
2000 Fiscal Year-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-end Year-end
(#)(1) ($)
Name (1) Exercisable/Unexercisable Exercisable/Unexercisable
- -------- ------------------------- -------------------------
David M. Bradley 40,000/20,000 160,000/40,000
Chairman of the Board, President and
Chief Executive Officer
<FN>
(1) Mr. Bradley did not exercise options during the fiscal year ended
December 31, 2000.
</FN>
Transactions With Certain Related Persons
From time to time the Bank makes loans to its and the Company's
officers and directors, which loans are made in the ordinary course of business,
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.
The Company retained Mr. Hecht to conduct property inspections for the
Bank during the 2000 fiscal year. Mr. Hecht received approximately $2,600 for
providing these services.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors and
certain officers, 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 the Bank, or written representations that no forms
were necessary, the Company believes that, during the last fiscal year, all
filing requirements applicable to its officers, directors and greater than ten
percent shareholders of the Company and the Bank were complied with.
16
-----------------------------------------------------
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
-----------------------------------------------------
The Board of Directors has appointed the firm of McGladrey & Pullen,
LLP to continue as independent auditors for the Company for the fiscal year
ending December 31, 2001, subject to ratification of such appointment by the
Company's shareholders. Representatives of McGladrey & Pullen, LLP are expected
to be present at the Annual Meeting. They will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
Audit Fees. The aggregate fees of McGladrey & Pullen, LLP for the audit
of the Company's financial statements at and for the year ended December 31,
2000 and reviews of the Company's Quarterly Reports on Form 10-Q were $50,255,
of which an aggregate amount of $18,600 has been billed through December 31,
2000.
Financial Information Systems Design and Implementation Fees. During
the year ended December 31, 2000, McGladrey & Pullen, LLP and its associated
entity RSM MCGladrey, Inc. did not perform any of the professional services with
regard to financial information systems design and implementation described in
paragraph (c)(4)(ii) of Rule 2-02 of Regulation S-X.
All Other Fees. The aggregate fees for services other than those
discussed above rendered by McGladrey & Pullen, LLP and its associated entity
RSM McGladrey, Inc. to the Company for the year ended December 31, 2000 were
$13,973, of which an aggregate amount of $7,523 has been billed through December
31, 2000.
The Board of Directors unanimously recommends a vote "For" the
ratification of the appointment of McGladrey & Pullen, LLP as independent
auditors for the Company.
-----------------------------------------------------
PROPOSAL THREE
AUTHORIZATION OF THE BOARD OF DIRECTORS, IN ITS DISCRETION, TO DIRECT
THE VOTE OF THE PROXIES UPON SUCH OTHER MATTERS INCIDENT TO THE
CONDUCT OF THE ANNUAL MEETING AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING, AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF, INCLUDING, WITHOUT LIMITATION, A MOTION TO ADJOURN
THE ANNUAL MEETING
-----------------------------------------------------
The Board of Directors is not aware of any other business that may
properly come before the Annual Meeting. The Board seeks the authorization of
the shareholders of the Company, in the event matters incident to the conduct of
the Annual Meeting properly come before the Meeting, including, but not limited
to, the consideration of whether to adjourn the Annual Meeting once called to
order, to direct the manner in which those shares represented at the Annual
Meeting by proxies solicited pursuant to this Proxy Statement shall be voted. As
to all such matters, the Board intends that it would direct the voting of such
shares in the manner determined by the Board, in its discretion, and in the
exercise of its duties and responsibilities, to be in the best interests of the
Company and its shareholders, taken as a whole.
The Board of Directors unanimously recommends that shareholders vote
"For" authorization of the Board of Directors of North Central Bancshares, Inc.,
in its discretion, to direct the vote of the proxies upon such other matters
incident to the conduct of the annual meeting as may properly come before the
Annual Meeting, and any adjournment or postponement thereof, including, without
limitation, a motion to adjourn the Annual Meeting.
17
ADDITIONAL INFORMATION
Date for Submission of Shareholder Proposals
Any shareholder proposal intended for inclusion in the Company's proxy
statement and proxy card relating to the Company's 2002 Annual Meeting of
Shareholders must be received by the Company by November 26, 2001, pursuant to
the proxy soliciting regulations of the SEC. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement and proxy card
for such meeting any shareholder proposal which does not meet the requirements
of the SEC in effect at the time. Any such proposal will be subject to 17 C.F.R.
ss.240.14a-8 of the Rules and Regulations promulgated by the SEC under the
Exchange Act.
Notice of Business to be Conducted at the Annual Meeting
The Bylaws of the Company provide an advance notice procedure for a
shareholder to properly bring business before an annual meeting or to nominate
any person for election to the Board of Directors. The shareholder must be a
shareholder of record and have given timely notice thereof in writing to the
Secretary of the Company. To be timely, a shareholder's notice must be delivered
to or received by the Secretary not later than the following dates: (i) with
respect to an annual meeting of shareholders, sixty (60) days in advance of such
meeting if such meeting is to be held on a day which is within thirty (30) days
preceding the anniversary of the previous year's annual meeting, or ninety (90)
days in advance of such meeting if such meeting is to be held on or after the
anniversary of the previous year's annual meeting; and (ii) with respect to an
annual meeting of shareholders held at a time other than within the time periods
set forth in the immediately preceding clause (i), the close of business on the
tenth (10th) day following the date on which notice of such meeting is first
given to shareholders. Notice shall be deemed to first be given to shareholders
when disclosure of such date of the meeting of shareholders is first made in a
press release reported to Dow Jones News Services, Associated Press or
comparable national news service, or in a document publicly filed by the Company
with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act. A
shareholder's notice to the Secretary shall set forth such information as
required by the Bylaws of the Company. Nothing in this paragraph shall be deemed
to require the Company to include in its proxy statement and proxy card relating
to an annual meeting any shareholder proposal or nomination which does not meet
all of the requirements for inclusion established by the SEC in effect at the
time such proposal or nomination is received. See "Date For Submission of
Shareholder Proposals."
Other Matters Which May Properly Come Before the Annual Meeting
As of the date of this Proxy Statement, management does not know of any
other matters to be brought before the shareholders at the Annual Meeting. If,
however, any other matters not now known are properly brought before the Annual
Meeting, the persons named in the accompanying proxy will vote the shares
represented by all properly executed proxies on such matters in such manner as
shall be determined by a majority of the Board of Directors.
18
FINANCIAL STATEMENTS
A copy of the Annual Report to Shareholders for the year ended December
31, 2000, containing financial statements as of December 31, 2000 and 1999 and
for each of the years in the three-year period ended December 31, 2000, prepared
in conformity with generally accepted accounting principles, accompanies this
Proxy Statement. The consolidated financial statements have been audited by
McGladrey & Pullen, LLP whose report thereon appears in the Annual Report. The
Annual Report serves as the Bank's Annual Disclosure Statement for purposes of
the regulations of the Federal Deposit Insurance Corporation. An additional copy
of the Annual Report will be promptly furnished without charge to shareholders
upon request.
The Company will file an annual report on Form 10-K for its fiscal year
ended December 31, 2000 with the SEC. Shareholders may obtain, free of charge, a
copy of such annual report (excluding exhibits) by writing to Ms. Jean L. Lake,
Secretary, North Central Bancshares, Inc., c/o First Federal Savings Bank of
Iowa, 825 Central Avenue, Fort Dodge, Iowa 50501.
To assure that your shares are represented at the annual meeting,
please sign, date and promptly return the accompanying proxy card in the
postage-paid envelope provided.
19
Appendix A
----------
NORTH CENTRAL BANCSHARES, INC.
AUDIT COMMITTEE CHARTER
May 26, 2000
A-1
North Central Bancshares, Inc.
Audit Committee Charter
The audit committee is a committee of the board of directors. Its
primary function is to assist the board in fulfilling its oversight
responsibilities by reviewing the financial information which will be provided
to the shareholders and others, the systems of internal controls which
management and the board of directors have established, and the audit process.
In meeting its responsibilities, the audit committee is expected to:
(1) Provide and open avenue of communication between the internal auditor, the
independent auditor, and the board of directors.
(2) Review and update the committee's charter annually.
(3) Recommend to the board of directors the independent auditors to be
nominated, approve the compensation of the independent auditor, and review
and approve the discharge of the independent auditor.
(4) Review and concur in the appointment, replacement, reassignment, or
dismissal of the internal auditor.
(5) Confirm and assure the independence of the internal auditor and the
independent auditors, including a review of management consulting services
and related fees provided by the independent auditor.
(6) Inquire of management, the internal auditor, and the independent auditor
about significant risks or exposures and assess the steps management has
taken to minimize such risk to the company.
(7) Consider, in consultation with the independent auditor and the internal
auditor, the audit scope and plan of the internal auditor and the
independent auditor.
(8) Consider with management and the independent auditor the rationale for
employing audit firms other than the principal auditor.
(9) Review with the internal auditor and the independent auditor the
coordination of the audit effort to assure completeness of coverage,
reduction of redundant efforts, and the effective use of audit resources.
(10) Consider and review with the independent auditor and the internal auditor:
a. The adequacy of the company's internal controls including computerized
information system controls and security.
b. Any related significant findings and recommendations of the
independent auditor and internal auditor together with management=s
responses thereto.
A-2
(11) Review with management and the independent auditor at the completion of the
annual examination:
a. The company's annual financial statements and related footnotes.
b. The independent auditor's audit of the financial statements and his or
her report thereon.
c. Any significant changes required in the independent auditor's audit
plan.
d. Any serious difficulties or disputes with management encountered
during the course of the audit.
e. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
(12) Consider and review with management and the internal auditor:
a. Significant findings during the year and management's responses
thereto.
b. Any difficulties encountered in the course of their audits, including
and restrictions on the scope of their work or access to required
information.
c. Any changes required in the planned scope of the audit plan.
d. The internal auditing department budget and staffing.
e. The internal auditors annual performance evaluation.
(13) Review filings with the SEC and other published documents containing the
company's financial statements and consider whether the information
contained in these documents is consistent with the information contained
in the financial statements.
(14) Review with management, the independent auditor, and the internal auditor
the interim financial report before it is filed with the SEC or other
regulators.
(15) Review legal and regulatory matters that may have a material impact on the
financial statements, related company compliance policies, and programs and
reports receive from regulators.
(16) Meet with the internal auditor, the independent auditor, and management in
separate executive sessions to discuss any matters that the committee or
these groups believe should be discussed privately with the audit
committee.
(17) Report committee actions to the board of directors with such
recommendations as the committee may deem appropriate.
(18) Prepare a letter for inclusion in the annual report that describes the
committee's composition and responsibilities, and how they were discharged.
(19) The audit committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be
A-3
empowered to retain independent counsel, auditors, or others to assist it
in the conduct of any investigation.
(20) The committee shall meet at least four times per year or more frequently as
circumstances require. The committee may ask members of management or
others to attend the meeting and provide pertinent information as
necessary.
(21) The committee will perform such other functions as assigned by law, the
company's charter or bylaws, or the board of directors.
The membership of the audit committee shall consist of at least three
independent members of the board of directors who shall serve at the pleasure of
the board of directors. Audit committee members and the committee chairman shall
be designated by the full board of directors upon the recommendation of the
nominating committee.
The duties and responsibilities of a member of the audit committee are in
addition to those duties set out for a member of the board of directors.
A-4
REVOCABLE PROXY NORTH CENTRAL BANCSHARES, INC. REVOCABLE PROXY
825 Central Avenue
Fort Dodge, Iowa 50501
This proxy is solicited on behalf of the Board of Directors of North
Central Bancshares, Inc. for the Annual Meeting of Shareholders to be held on
April 27, 2001
The undersigned shareholder of North Central Bancshares, Inc. hereby
appoints KaRene Egemo, Robert H. Singer, Jr., and Mark M. Thompson, or any of
them, with full powers of substitution, to represent and to vote as proxy, as
designated, all shares of common stock of North Central Bancshares, Inc. held of
record by the undersigned on March 12, 2001, at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held on April 27, 2001 at 10:00 a.m.,
Central Time, at the Trolley Center, located at 900 Central Avenue, Fort Dodge,
Iowa, or at any adjournment or postponement thereof. The undersigned hereby
revokes all prior proxies.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this Proxy will
be voted FOR the election of nominees listed in Item 1 and FOR the proposals in
Items 2 and 3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting or any adjournment
or postponement thereof. As of the date of the Proxy Statement for the Annual
Meeting, the Board of Directors is not aware of any such other business.
1. Election of Directors to a Three Year Term.
Nominees: Craig R. Barnes Melvin R. Schroeder
|_| FOR all nominees |_| WITHHOLD for all nominees
Instruction: To withhold authority for any individual nominee, write that
nominee's name on the space provided.
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PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
2. Ratification of appointment of McGladrey & Pullen LLP as independent
auditors for the Company for the fiscal year ending December 31, 2001.
|_| FOR |_| AGAINST |_| ABSTAIN
3. Authorization of the Board of Directors, in its discretion, to direct the
vote of proxies upon such matters incident to the conduct of the Annual
Meeting as may properly come before the Annual Meeting, and any adjournment
or postponement thereof, including, without limitation, a motion to adjourn
the Annual Meeting.
|_| FOR |_| AGAINST |_| ABSTAIN
Dated:__________________________________, 2001
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Signature of Shareholder
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Signature if held jointly
Please sign exactly as your name appears on this proxy, Joint owners should each
sign personally. If signing as attorney, executor, administrator, trustee or
guardian, please include your full title. Corporate or partnership proxies
should be signed by an authorized officer.
I Will Attend the Annual Meeting |_|
The abovesigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement for the Annual Meeting.
The Board of Directors of North Central Bancshares, Inc. unanimously recommends
a vote "FOR" all nominees in Item 1 and "FOR" the proposals in Items 2 and 3.