SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Crazy Woman Creek Bancorp Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
- --------------------------------------------------------------------------------
COMPANY LETTERHEAD
December 20, 2001
Dear Fellow Stockholder:
We are pleased to invite you to attend the Annual Meeting of
Stockholders (the "Meeting") of Crazy Woman Creek Bancorp Incorporated (the
"Company") to be held at the Company's main office, 106 Fort Street, Buffalo,
Wyoming, on January 23, 2002 at 3:00 p.m.
The matters to be considered by stockholders at the Meeting are
described in the accompanying Notice of Meeting and Proxy Statement. The Board
of Directors of the Company has determined that the matters to be considered at
the Meeting are in the best interests of the Company and its stockholders. For
the reasons set forth in the Proxy Statement, the Board of Directors unanimously
recommends a vote "FOR" each matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from attending the
Meeting and voting in person but will assure that your vote is counted if you
are unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Deane D. Bjerke
------------------------------
Deane D. Bjerke
President
- --------------------------------------------------------------------------------
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET, P.O. BOX 1020
BUFFALO, WYOMING 82834-1020
(307) 684-5591
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 23, 2002
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Meeting of Stockholders (the "Meeting")
of Crazy Woman Creek Bancorp Incorporated (the "Company"), will be held at the
Company's main office, 106 Fort Street, Buffalo, Wyoming on January 23, 2002, at
3:00 p.m. The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors of the Company;
2. The ratification of the appointment of KPMG LLP as independent
auditors for the Company for the fiscal year ending September 30,
2002; and
3. The transaction of such other business as may properly come
before the Meeting or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the Meeting.
Action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Pursuant to the
Company's Bylaws, the Board of Directors has fixed the close of business on
December 3, 2001 as the record date for determination of the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and to sign the enclosed form of proxy
which is solicited by the Board of Directors and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend the Meeting and vote
in person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Greg L. Goddard
----------------------------------
Greg L. Goddard
Secretary
Buffalo, Wyoming
December 20, 2001
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROXY STATEMENT
OF
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET, P.O. BOX 1020
BUFFALO, WYOMING 82834-1020
(307) 684-5591
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 2002
- --------------------------------------------------------------------------------
GENERAL
- --------------------------------------------------------------------------------
This Proxy Statement is furnished to holders of common stock, par value
$0.10 per share ("Common Stock"), of Crazy Woman Creek Bancorp Incorporated (the
"Company") which acquired all of the outstanding common stock of Buffalo Federal
Savings Bank (the "Bank") issued in connection with the Bank's conversion from
mutual to stock form in March 1996 (the "Conversion"). Proxies are being
solicited by the board of directors of the Company (the "Board" or the "Board of
Directors") to be used at the 2001 Annual Meeting of Stockholders of the Company
(the "Meeting") which will be held at the Company's main office located at 106
Fort Street, Buffalo, Wyoming, on January 23, 2002 at 3:00 p.m. The accompanying
Notice of Meeting and this Proxy Statement are being first mailed to
stockholders on or about December 20, 2001.
At the Meeting, stockholders will consider and vote upon (i) the
election of two directors, and (ii) the ratification of the appointment of KPMG
LLP as independent auditors for the Company for the fiscal year ending September
30, 2002. The Board of Directors knows of no additional matters that will be
presented for consideration at the Meeting. Execution of a proxy, however,
confers on the designated proxy holder the discretionary authority to vote the
shares represented by such proxy in accordance with their best judgment on such
other business, if any, that may properly come before the Meeting or any
adjournment thereof.
- --------------------------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
- --------------------------------------------------------------------------------
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later-dated proxy prior
to a vote being taken on a particular proposal at the Meeting. A proxy will not
be voted if a stockholder attends the Meeting and votes in person. Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where no instructions are indicated, signed
proxies will be voted "FOR" Proposal I and "FOR" Proposal II at the Meeting or
any adjournment thereof. The proxy confers discretionary authority on the
persons named therein to vote with respect to the election of any person as a
director should the nominee be unable to serve, or for good cause, will not
serve, and matters incident to the conduct of the meeting.
Page 2
- --------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- --------------------------------------------------------------------------------
Stockholders of record as of the close of business on December 3, 2001
(the "Voting Record Date"), are entitled to one vote for each share of Common
Stock then held. As of the Voting Record Date, the Company had 807,208 shares of
Common Stock issued and outstanding.
The articles of incorporation of the Company (the "Articles") provide
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Articles and includes shares beneficially owned by such person or any of his or
her affiliates or associates (as such terms are defined in the Articles), shares
which such person or his or her affiliates or associates have the right to
acquire upon the exercise of conversion rights or options, and shares as to
which such person and his or her affiliates or associates have or share
investment or voting power, but shall not include shares beneficially owned by
any employee stock ownership plan or similar plan of the issuer or any
subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors as stated in Proposal I, the proxy card
being provided by the Board of Directors enables a stockholder to vote for the
election of the nominees proposed by the Board, or to withhold authority to vote
for one or more of the nominees being proposed. Directors are elected by a
plurality of votes cast, without regard to either (i) broker non-votes, or (ii)
proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
As to the ratification of auditors, by checking the appropriate box,
stockholders may (i) vote "FOR" the ratification, (ii) vote "AGAINST" the
ratification, or (iii) vote to "ABSTAIN" from voting on the ratification. Unless
otherwise required by law, the ratification of auditors shall be determined by a
majority of the total votes cast at the Meeting, in person or by proxy, without
regard to either (a) broker non-votes, or (b) proxies for which the "ABSTAIN"
box is selected as to the matter.
As to other matters that may properly come before the Meeting, unless
otherwise required by law, the Articles, or the bylaws of the Company, a
majority of those votes cast by shareholders shall be sufficient to pass on any
other matter.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports with the Securities and Exchange Commission
("SEC") regarding such ownership pursuant to the Securities Exchange Act of
1934, as amended ("1934 Act"). Other than as noted below, management knows of no
person or entity, including any "group" as that term is used in ss.13(d)(3) of
the 1934 Act, who or which is the beneficial owner of more than 5% of the
outstanding shares of Common Stock on the Voting Record Date.
Page 3
Percent of Shares of
Amount and Nature of Beneficial Common Stock
Name and Address of Beneficial Owner Ownership Outstanding
- ------------------------------------ ------------------------------- --------------------
Buffalo Federal Savings Bank Employee 60,544(1) 7.50%
Stock Ownership Loan ("ESOP")
106 Fort Street, P.O. Box 1020
Buffalo Wyoming 82834
Enterprise Group of Funds - Small
Company Value Fund 50,000(2) 6.19%
3343 Peachtree Rd., N.E., Suite 450
Atlanta, Georgia 30326
Jeffrey L. Gendell 43,500(3) 5.39%
200 Park Avenue
Suite 3900
New York, New York 10166
The Burton Partnership, Limited Partnership 65,000(4) 8.05%
P.O. Box 4643
Jackson, Wyoming 83001
Gabelli Asset Management Inc. 76,700(5) 9.50%
One Corporate Center
Rye, New York 10580-1435
- -------------------
(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and will be allocated among ESOP participants annually
on the basis of compensation as the ESOP debt is repaid. The Board of
Directors has appointed a committee consisting of the non-employee
directors of the Company to serve as the ESOP administrative committee
("ESOP Committee") and to serve as the ESOP trustees ("ESOP Trustees"). The
ESOP Committee or the Board instructs the ESOP Trustees regarding
investment of ESOP plan assets. The ESOP Trustees must vote all shares
allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustees as directed by the
ESOP Committee. As of the Voting Record Date, 18,202 shares have been
allocated under the ESOP to participant accounts.
(2) Based on Schedule 13G filed with the SEC on May 25, 2001.
(3) Based on Schedule 13D filed with the SEC on June 18, 2001.
(4) Based on Schedule 13D filed with the SEC on April 20, 1999.
(5) Based on an amended Schedule 13D filed with the SEC on February 5, 2001.
Page 4
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
The Common Stock is registered pursuant to Section 12(g) of the 1934
Act. The officers and directors of the Company and beneficial owners of greater
than 10% of the Common Stock are required to file reports on Forms 3, 4, and 5
with the SEC disclosing changes in beneficial ownership of the Common Stock.
Based upon a review of the copies of the beneficial ownership forms
furnished to the Company, or written representations from certain reporting
persons that no additional Forms 5 were required, the Company believes that,
aside from the three filings of Forms 5 during the fiscal year, all Section
16(a) filing requirements applicable to its officers and directors were complied
with during the 2001 fiscal year. Executive Vice President Gannon had one
reportable transaction on Form 3 and Form 4 that were not timely filed, Senior
Vice President Griffith had one reportable transaction and Form 4 that were not
timely filed and Vice President Snyder had one reportable transaction and one
Form 4 that was not timely filed. Such persons subsequently reported their
transactions on a Form 5 filed with the Commission.
- --------------------------------------------------------------------------------
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Election of Directors
The Articles require that the Board of Directors be divided into three
classes, each of which contains approximately one-third of the members of the
Board. The directors are elected by the stockholders of the Company for
staggered three-year terms, or until their successors are elected and qualified.
The Board of Directors currently consists of six members.
Richard Reimann and Sandra K. Todd have been nominated by the Board of
Directors to serve as directors. Mr. Reimann and Ms. Todd are currently members
of the Board and have been nominated for three-year terms to expire in 2005. If
a nominee is unable to serve, the shares represented by all valid proxies will
be voted for the election of such substitute as the Board of Directors may
recommend or the size of the Board may be reduced to eliminate the vacancy. At
this time, the Board knows of no reason why a nominee might be unavailable to
serve.
The following table sets forth the nominees and the directors
continuing in office and the non-director executive officers of the Company,
their name, age, the year they first became a director or officer of the Company
or the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned. The
table also sets forth, for all executive officers and directors as a group, the
number of shares and the percentage of Common Stock beneficially owned as of the
Voting Record Date. Each director of the Company is also a director of the Bank.
Page 5
Year First Current Common Stock
Name of Individual or Elected or Term to Beneficially Owned (3)
Number of Persons in Group Age (1) Appointed(2) Expire Shares %
-------------------------- ------- ------------ ------ ------------- ------
Board Nominees for Term to Expire in 2005
Richard Reimann 66 1978 2002 18,406(5)(6) 2.28%
Sandra K. Todd 55 1996 2002 17,261(5)(6) 2.03%
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE NAMED NOMINEES FOR DIRECTOR
Directors Continuing in Office
Deane D. Bjerke 54 1996 2003 20,122(4) 2.49%
Thomas J. Berry 53 1995 2003 17,706(5)(6) 2.19%
Greg L. Goddard 54 1989 2004 18,406(5)(6) 2.28%
Douglas D. Osborn 67 1995 2004 18,406(5)(6) 2.28%
All directors and executive officers 129,562(7) 16.05%
as a group (9 persons)
- -----------------
(1) As of September 30, 2001.
(2) Refers to the year the individual first became a director or officer of the
Company or the Bank, whichever is earlier.
(3) Beneficial ownership as of the Voting Record Date. Includes shares of
Common Stock held directly as well as by spouses or minor children, in
trust, and other indirect ownership, over which shares the individuals
effectively exercise sole or shared voting and investment power, unless
otherwise indicated. Options that are exercisable within 60 days of the
Voting Record Date are assumed to be outstanding in calculating beneficial
ownership.
(4) Includes 4,584 shares allocated under the ESOP. Includes options to
purchase 8,270 shares of Common Stock that are exercisable within 60 days
of the Voting Record Date. See "--Compensation of Directors and Executive
Officers--Executive Compensation--Summary Compensation Table."
(5) Excludes 60,544 shares of Common Stock held under the ESOP for which such
individual serves as either a member of the ESOP Committee or as an ESOP
Trustee. Such individual disclaims beneficial ownership with respect to
shares held in a fiduciary capacity. As of the Voting Record Date, 18,202
shares have been allocated under the ESOP to participant accounts.
(6) Includes options to purchase 5,290 shares of Common Stock that are
exercisable within 60 days of the Voting Record Date. See "--Compensation
of Directors and Executive Officers--Director Compensation--Stock
Benefits."
(7) Includes 3,200 shares of restricted stock awarded under the MSBP that have
been awarded by are not vested. Includes options to purchase 43,914 shares
of Common Stock that are exercisable within 60 days of the Voting Record
Date. See "Compensation of Directors and Executive Officers--Benefits--1996
Stock Option Plan." Includes 9,974 shares allocated to executive officers
under the ESOP.
Page 6
The business experience of each nominee for director, director, and
executive officer of the Company is set forth below. All persons have held their
present positions for five years unless otherwise stated.
Richard Reimann has been a Director of the Bank since 1978 and of the
Company since its incorporation in December 1995. He has been an owner of
Reimann Oil Co., Inc. since 1960. He is a member of the Buffalo Rotary Club and
Buffalo Chamber of Commerce and is past director of Big Horn Economic
Development Corporation, a local economic development group.
Sandra K. Todd has been a Director of the Bank and the Company since
January 1996. She and her husband have been owners of The Sports Lure, Buffalo,
Wyoming, a sporting goods store, since 1968. She serves on the advisory boards
of Buffalo School District and the Johnson County Memorial Hospital and is a
member of the Discover Buffalo Promotion Committee.
Deane D. Bjerke has been with the Bank since 1987 and since November
1995, he has served as the President and Chief Executive Officer of the Bank and
the Company. In April 1996 he became a Director. Prior to November 1995, Mr.
Bjerke served as the Bank's Executive Vice President. He is a member of the
local Kiwanis Club, past Chairman of the Johnson County Library Board of
Directors, a member of the Buffalo Housing Authority, and Joint Powers Board for
the Regional Museum.
Thomas J. Berry has been a Director of the Bank and the Company since
1995. He is a Veterinarian and major stockholder of Big Horn Veterinary
Hospital, and has been in that position since 1976. He is a member of the local
Hospital Board and Fire Department.
Greg L. Goddard has been the Secretary and Director of the Bank since
1989 and of the Company since its incorporation in December 1995. He is a
partner of the law firm Goddard, Perry & Vogel and has been with the firm for 20
years. Mr. Goddard was Johnson County Attorney for 23 years. The law firm of
Goddard, Perry & Vogel has done limited legal work for the Bank.
Douglas D. Osborn has been a Director of the Bank and the Company since
1995. He has been the co-owner of Big Horn Highlands Ranch for the past eight
years. He has served as a member of the Johnson County Planning Commission,
Chairman of the Johnson County Republican Party, Moderator of The Union
Congregational Church and President of the American Highlands Cattle
Association. In November 2000, Mr. Osborn was re-elected to a two-year term in
the House of Representatives of the Wyoming State Legislature. He has held this
office since January 1997.
Executive Officers Who Are Not Directors:
Arnold R. Griffith, Jr. has been with the Bank since 1979. He currently
serves as the Senior Vice President and Senior Lending Officer. Prior to holding
his current position, he served as president of the Bank from March, 1991 to
November, 1995. In addition to these positions, he previously held the position
of Executive Vice President. Mr. Griffith is a member of the Buffalo Rotary Club
and is the Treasurer of the Episcopal Church. He is a past member of the Board
of Directors of the Buffalo Children's Center and the Johnson County Red Cross.
Page 7
John B. Snyder has served as the Vice President and Chief Financial
Officer of the Company and the Bank since June 1998. Prior to joining the Bank,
Mr. Snyder was a staff accountant from July 1996 for Macy, Mason, Schwartzkopf &
Killmer, LLC, Casper, Wyoming and a staff accountant for McGladrey & Pullen,
LLP, Casper, Wyoming from December 1993 to June 1996. He is on the Board of
Directors of the local Kiwanis Club, a volunteer for the local Hospice Chapter
and a member of the Knights of Columbus. He is a past member of the Board of
Directors and Treasurer of the Buffalo Children's Center.
Mark A. Gannon has served as the Executive Vice President of the
Company and the Bank since April 2000. Prior to that he was a Branch President
with Community First Bancshares in Lemmon, SD for twelve years. Previous
positions include Regional Credit Administrator with Community First, Special
Assets Manager for both First Bank System and Farm Credit Services. Mr. Gannon
holds a Series 7 securities license and is a graduate of the Colorado Graduate
School of Banking. He is a member of the Lions Club and Buffalo Chamber of
Commerce Ambassadors Group.
Nominations for Directors
Nominations of candidates for election as directors at any annual
meeting of stockholders may be made (a) by, or at the direction of, a majority
of the board of directors or (b) by any stockholder entitled to vote at such
annual meeting. Only persons nominated in accordance with the procedures set
forth in the Articles may be eligible for election as directors at an annual
meeting.
Nominations, other than those made by or at the direction of the board
of directors, must be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a stockholder's notice shall be delivered to, or
mailed and received at, the principal office of the Company not less than 60
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders of the Company. Such stockholder's notice shall set forth such
information as required by Article II, Section 15 of the Company's Bylaws.
The Board or a committee of the Board may reject any nomination by a
stockholder not timely made in accordance with the requirements of the Articles.
A stockholder may be given the opportunity to correct a notice not meeting the
requirements of the Articles as provided in the Articles. Notwithstanding the
procedures set forth in the Articles, if neither the Board nor such committee
makes a determination as to the validity of any nominations by a stockholder,
the presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
the Articles. If the presiding officer determines that a nomination or proposal
was made in accordance with the terms of the Articles, such officer shall so
declare at the annual meeting and ballots shall be provided for use at the
meeting with respect to such nominee or proposal. If the presiding officer
determines that a nomination or proposal was not made in accordance with the
terms of Article II, such officer shall so declare at the annual meeting and the
defective nomination or proposal shall be disregarded.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board and through activities of its committees. All committees
act for both the Company and the Bank. During the fiscal year ended September
30, 2001, the Board of Directors of the Company held 12 regular meetings and two
special meetings and the Board of Directors of the Bank held 12 regular meetings
and two special meetings. Other than Director Osborn, no director attended fewer
than 75% of the total meetings of the Boards of Directors of the Company and the
Bank and committees on which such director served during the fiscal year ended
September 30, 2001.
Page 8
The Nominating Committee is comprised of at least three directors on a
rotating basis. The Committee meets annually to nominate directors for the
upcoming year. Their recommendations are presented to the regular board during
the annual meeting.
The Audit Committee is comprised of five non-officer members of the
Board of Directors. The Board of Directors has determined that a majority of the
members of the Audit Committee are independent in accordance with the
requirements of the Nasdaq Stock Market. The Board of Directors have adopted a
written audit charter. The Audit Committee reviews the Company's annual audited
financial statements, discusses the audit report and findings with the Company's
accountants, KPMG LLP, and consults with management prior to their filing or
distribution. The committee also on a quarterly basis reviews the 10-QSB with
KPMG, before filing or distribution. The Committee met four times during fiscal
year 2001.
Report of the Audit Committee
For the fiscal year ended September 30, 2001, the Audit Committee (i)
reviewed and discussed the Company's audited financial statements with
management, (ii) discussed with the Company's independent auditor, KPMG LLP, all
matters required to be discussed under Statement on Auditing Standards No. 61,
and (iii) received from KPMG LLP disclosures regarding KPMG's independence as
required by Independence Standards Board Standard No. 1 and discussed with KPMG
their independence. Based on the foregoing review and discussions, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 2001.
Members of the Audit Committee:
Richard Reimann
Douglas D. Osborn
Thomas J. Berry
Greg L. Goddard
Sandra K. Todd
Principal Accounting Firm Fees
Audit Fees. The aggregate fees billed by KPMG LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal year ended September 30, 2001 and for the review of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB for that
fiscal year were $38,725.
Financial Information Systems Design and Implementation Fees. There
were no fees billed by KPMG LLP for professional services rendered for
information technology services relating to financial information systems design
and implementation for the fiscal year ended September 30, 2001.
All Other Fees. The aggregate fees billed by KPMG LLP for services
rendered to the Company, other than the services described above under "Audit
Fees," for the fiscal year ended September 30, 2001 were $7,810.
The audit committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
Page 9
- --------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Director Compensation
Directors' Fees. The directors of the Company do not presently receive
compensation for their services as a director of the Company. Such directors
receive compensation for services as members of the Board of Directors of the
Bank. For fiscal year 2001, the Chairman was paid a fee of $700 per month and
each other director received a monthly fee of $600. No additional fees are paid
for attendance at committee meetings. For the year ended September 30, 2001,
total fees paid by the Bank to directors were $37,200.
Stock Benefits. On October 2, 1996, the date of stockholder approval of
the MSBP, each non-employee director of the Company received 2,116 shares of
restricted stock under the MSBP. These shares become non-forfeitable at a rate
of 20% annually on and after October 2, 1997. In addition, on October 2, 1996,
the date of stockholder approval of the Option Plan, each non-employee director
of the Company received stock options to purchase 5,290 shares of Common Stock
at the then current fair market value ($11.75 per share). Such options are first
exercisable at a rate of 20% annually on and after October 2, 1997. See "--
Benefits -- 1996 Stock Option Plan" and "-- Management Stock Bonus Plan."
Executive Compensation
Generally. The Company has no employees and instead relies upon
employees of the Bank for the limited services required by the Company. All
compensation paid to directors, officers, and employees is paid by the Bank. The
Company and the Bank have entered into an agreement whereby the Bank is
reimbursed by the Company for the use of Bank employees.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the President of the Bank. No
executive officer of the Bank had a salary and bonus during the fiscal year
ended September 30, 2001 that exceeded $100,000 for services rendered in all
capacities to the Bank.
Long-Term Compensation
Annual Compensation Awards
------------------------------------- --------------------------
Restricted Shares
Fiscal All Other Stock Underlying Other Annual
Name and Principal Position Year Salary Bonus Compensation(1) Awards ($) Options (#) Compensation
- --------------------------- ---- ------ ----- --------------- ---------- ----------- ------------
Deane D. Bjerke, President 2001 $66,000 $2,766 $7,217 -- -- $10,759(2)
2000 $60,600 $1,000 $6,321 -- -- $10,400(2)
1999 $55,600 $1,000 $5,481 -- -- $12,844(2)
- -----------------
(1) Consists of health and life insurance premiums paid on behalf of the
executive.
(2) Represents the fair market value (as expensed by the Company) of shares of
Common Stock allocated to Mr. Bjerke under the ESOP in calendar 1998, 1999
and 2000, respectively.
Severance Agreement. The Bank entered into severance agreements with
Deane D. Bjerke, President and four other officers of the Bank ("the Officers").
The severance agreements are for terms of three years ending in 2004 and may be
extended by the Board of Directors for an additional period of one year annually
thereafter. The agreement may be terminated by the Bank for "just cause" as
defined in the agreement. The agreement contains a provision stating that in the
event of termination of employment in connection with any change in control of
the Bank, these individuals will be paid in a lump sum an amount equal to 2.99
times their five year average compensation or the annualized average salary
since employment with the company. In the event of a change in control of the
Bank at September 30, 2001, Mr. Bjerke and
Page 10
the Officers would have been entitled to an aggregate lump sum payment of
approximately $198,000 and $841,000 respectively. The aggregate payments under
such provisions would be an expense to the Bank, thereby reducing net income and
the Bank's capital by that amount. The agreements will be reviewed annually by
the Board of Directors and may be extended for additional one-year periods upon
a determination of satisfactory performance within the Board's sole discretion.
Benefits
1996 Stock Option Plan. The Company's Board of Directors adopted the
Crazy Woman Creek Bancorp Incorporated 1996 Stock Option Plan (the "Option
Plan"), which was approved by stockholders of the Company at a special meeting
of stockholders held on October 2, 1996. Pursuant to the Option Plan, 105,800
shares of Common Stock are reserved for issuance upon exercise of stock options
granted or to be granted to officers, directors, and key employees of the
Company and its subsidiaries from time to time. The purpose of the Option Plan
is to provide additional incentive to certain officers, directors, and key
employees by facilitating their purchase of a stock interest in the Company. The
Option Plan, which became effective upon stockholder approval, provides for a
term of ten years, after which no awards may be made, unless earlier terminated
by the Board of Directors pursuant to the Option Plan. The awards vest 20% per
year beginning on the first anniversary of stockholder approval of the Option
Plan and 20% of the initial grant each anniversary thereafter.
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
--------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End (#)(1) at FY-End ($)(1)(2)
Shares Acquired Value ------------------------- -------------------------
Name on Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- ------------ ------------------------- -------------------------
Deane D. Bjerke 7,600 28,194 8,270 / -- $ 6,202 / $ --
- -------------
(1) No Stock Appreciation Rights (SARs) have been awarded under the Option
Plan.
(2) Based upon an exercise price of $11.75 per share and closing price of
$12.50 as of September 30, 2001.
Management Stock Bonus Plan. The Board of Directors of the Company
adopted the Management Stock Bonus Plan ("MSBP"), as a method of providing
directors, officers, and key employees of the Bank with a proprietary interest
in the Company in a manner designed to encourage such persons to remain in the
employment or service with the Bank. The Bank contributed sufficient funds to
the MSBP Trusts to enable the MSBP Trusts to purchase 42,320 shares of Common
Stock (4% of the amount of Common Stock sold in the Conversion). Awards under
the MSBPs were made in recognition of prior and expected future services to the
Bank of its directors and executive officers responsible for implementation of
the policies adopted by the Board of Directors, the profitable operation of the
Bank, and as a means of providing a further retention incentive and direct link
between compensation and the profitability of the Bank. The awards vest 20% per
year beginning on the first anniversary of stockholder approval of the MSBP and
20% of the initial grant each anniversary thereafter.
Page 11
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Bank during the fiscal year ended
September 30, 2001 consisted of Directors Reimann, Berry, Goddard, Osborn and
Todd, all non-employee members of the Board of Directors of the Company.
Certain Relationships and Related Transactions
Except for loans made by the Bank in the ordinary course of business,
no directors, executive officers or immediate family members of such individuals
were engaged in transactions with the Bank or any subsidiary involving more than
$100,000 during the fiscal year ended September 30, 2001. Furthermore, the Bank
had no "interlocking" relationships existing on or after October 1, 2001 in
which (i) any executive officer is a member of the Board of Directors/Trustees
of another entity, one of whose executive officers is a member of the Bank's
Board of Directors, or where (ii) any executive officer is a member of the
compensation committee of another entity, one of whose executive officers is a
member of the Bank's Board of Directors.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors and employees. Such loans
(a) have been made in the ordinary course of business, (b) were made on
substantially the same terms and conditions, including interest rates and
collateral, as those prevailing at the time for comparable transactions with the
Bank's other customers, and (c) do not involve more than the normal risk of
collectibility or present other unfavorable features. All loans by the Bank to
its directors and executive officers are subject to the Office of Thrift
Supervision ("OTS") regulations restricting loans and other transactions with
affiliated persons of the Bank. Loans to officers and directors of the Bank and
their affiliates, amounted to approximately $402,000 or 3.38% of the Bank's
total stockholders' equity at September 30, 2001.
- --------------------------------------------------------------------------------
RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
KPMG LLP was the Company's independent auditor for the 2001 fiscal
year. The Board of Directors has renewed the Company's arrangement with KPMG LLP
to be its auditors for the 2002 fiscal year, subject to ratification by the
Company's stockholders. A representative of KPMG LLP is expected to be present
at the Meeting to respond to stockholders' questions and will have the
opportunity to make a statement if he or she so desires.
In the event the appointment of KPMG LLP is not ratified by
stockholders, the Board of Directors will consider the results of the vote and
determine the next course of action.
Ratification of the appointment of the auditors requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S AUDITORS
FOR THE 2002 FISCAL YEAR.
Page 12
- --------------------------------------------------------------------------------
ANNUAL REPORTS AND FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The audited financial statements of the Company for its fiscal year
ended September 30, 2001, prepared in conformity with accounting principles
generally accepted in the United States of America, are included in the
Company's Annual Report to Stockholders, which accompanies this Proxy Statement.
An additional copy of the Annual Report to Stockholders may be obtained by
writing to the Secretary of the Company. The Annual Report is not to be treated
as a part of the Company's proxy solicitation materials or as having been
incorporated herein by reference.
Upon written request, the Company will furnish to any stockholder
without charge a copy of the Company's Annual Report on Form 10-KSB (without
exhibits) filed with the SEC under the 1934 Act for the year ended September 30,
2001. Upon written request and a payment of a copying charge of $0.25 per page,
the Company also will furnish to any such stockholder a copy of the exhibits to
the Annual Report on Form 10-KSB. All written requests should be directed to
Greg L. Goddard, Secretary, Crazy Woman Creek Bancorp Incorporated, 106 Fort
Street, P.O. Box 1020, Buffalo, Wyoming 82834-1020.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement;
however, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in accordance with
the judgment of the person or persons voting the proxies.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be considered for inclusion in the Company's proxy
materials for the Annual Meeting of Stockholders for the fiscal year ending
September 30, 2002, any stockholder proposal to take action at such meeting must
be received at the Company's main office at 106 Fort Street, P.O. Box 1020,
Buffalo, Wyoming 82834-1020 by August 27, 2002. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the 1934 Act and
the Company's Bylaws.
Under the Company's bylaws, stockholder proposals that are not included
in the Company's proxy statement for the fiscal year ending September 30, 2002,
will only be considered at the annual meeting to be held in 2003 if the
stockholder submits notice of the proposal to the Company at the above address
by November 23, 2002. In addition, stockholder proposals must meet other
applicable criteria as set forth in the Company's bylaws in order to be
considered at the 2003 annual meeting.
Page 13
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without payment of additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Greg L. Goddard
-----------------------------------------
GREG L. GODDARD
SECRETARY
Buffalo, Wyoming
December 20, 2001
Page 14
- --------------------------------------------------------------------------------
CRAZY WOMAN CREEK BANCORP INCORPORATED
106 FORT STREET, P.O. BOX 1020
BUFFALO, WYOMING 82834-1020
(307) 684-5591
- --------------------------------------------------------------------------------
JANUARY 23, 2002
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Crazy Woman
Creek Bancorp Incorporated (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held at the
Company's main office located at 106 Fort Street, Buffalo, Wyoming, on January
23, 2002 at 3:00 p.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as director of all nominees
listed below for three year terms to
expire in 2005:
Richard Reimann |_| |_|
Sandra K. Todd |_| |_|
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
- ------------ nominee's name on the line provided below.
-------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
2. The ratification of the appointment of
KPMG LLP as independent auditors
of Crazy Woman Creek Bancorp
Incorporated for the fiscal year ending
September 30, 2002. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions. ---
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the signatory(ies) be present and elect to vote at the Meeting,
or at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of such person's decision to terminate this proxy, the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. The signatory(ies) may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The signatory(ies) acknowledge(s) receipt from the Company prior to the
execution of this proxy of Notice of the Meeting and a Proxy Statement dated
December 20, 2001 and Annual Report to Stockholders.
Please check here if you
Dated: |_| plan to attend the Meeting.
- ----------------------------------- ------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
- ----------------------------------- ------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy card. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------