SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
STATEFED FIN CORP.
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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 that Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 6-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid: $
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
___________________________________________________________________________
1) Amount previously paid:
___________________________________________________________________________
2) Form Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
[STATEFED FINANCIAL COPORTATION LOGO]
September 27, 1996
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of StateFed
Financial Corporation (the "Company"), we cordially invite you to attend the
Annual Meeting (the "Meeting") of Stockholders of the Company. The Meeting will
be held at 2:00 p.m., Des Moines, Iowa time, on October 24, 1996, at the main
office of the Company located at 519 Sixth Avenue, Des Moines, Iowa.
In addition to the election of directors, stockholders are being asked
to ratify the appointment of Vroman, McGowen, Hurst, Clark & Smith, P.C. as the
Company's auditors. Accordingly, your Board of Directors unanimously recommends
that you vote for each of the proposals.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/ JOHN F. GOLDEN
JOHN F. GOLDEN
President, Chief Executive Officer
and Chairman of the Board
STATEFED FINANCIAL CORPORATION
519 Sixth Avenue
Des Moines, Iowa 50309
(515) 282-0236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 24, 1996
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of StateFed Financial Corporation ("StateFed Financial" or the
"Company") will be held at the main office of the Company located at 519 Sixth
Avenue, Des Moines, Iowa, at 2:00 p.m. Des Moines, Iowa time, on October 24,
1996.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The ratification of the appointment of Vroman, McGowen, Hurst, Clark &
Smith, P.C. as auditors for the Company for the fiscal year ending June
30, 1997;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 5, 1996,
are the stockholders entitled to vote at the Meeting, and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.
By Order of the Board of Directors
/s/ John F. Golden
John F. Golden
President, Chief Executive Officer
and Chairman of the Board
Des Moines, Iowa
September 27, 1996
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING.
A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
- - - --------------------------------------------------------------------------------
PROXY STATEMENT
STATEFED FINANCIAL CORPORATION
519 Sixth Avenue
Des Moines, Iowa 50309
(515) 282-0236
ANNUAL MEETING OF STOCKHOLDERS
October 24, 1996
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of StateFed Financial Corporation ("StateFed
Financial" or the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the main
office of the Company, located at 519 Sixth Avenue, Des Moines, Iowa, on October
24, 1996, at 2:00 p.m., Des Moines, Iowa time, and all adjournments of the
Meeting. The accompanying Notice of Meeting and this Proxy Statement are first
being mailed to stockholders on or about September 30, 1996. Certain of the
information provided herein relates to State Federal Savings and Loan
Association of Des Moines ("State Federal" or the "Association"), a wholly owned
subsidiary and predecessor of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of two directors of the Company and to ratify the
appointment of Vroman, McGowen, Hurst, Clark & Smith, P.C. as the Company's
auditors for the fiscal year ending June 30, 1997.
Vote Required and Proxy Information
All shares of Company common stock ("Common Stock") represented at the
Meeting by properly executed proxies received prior to or at the Meeting and not
revoked will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted for the nominees and the adoptions of the proposals set forth in this
Proxy Statement. The Company does not know of any matters, other than as
described in the Notice of Meeting, that are to come before the Meeting. If any
other matters are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors, the
affirmative vote of the majority of shares present in person or represented by
proxy at the Meeting and entitled to vote on the matter shall be the act of the
shareholders. Proxies marked to abstain with respect to a proposal have the same
effect as votes against the proposal. Broker non-votes have no effect on the
vote. One-third of the shares of the Company's Common Stock, present in person
or represented by proxy, shall constitute a quorum for purposes of the Meeting.
Abstentions and broker non-votes are counted for purposes of determining a
quorum.
A proxy given pursuant to solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Andra K.
Black, Secretary, StateFed Financial Corporation, 519 Sixth Avenue, Des Moines
Iowa 50309.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 5,
1996, will be entitled to one vote for each share then held. As of that date,
the Company had 794,485 shares of Common Stock issued and outstanding. The
following table sets forth information regarding share ownership of: (i) those
persons or entities known by
management to beneficially own more than five percent of the Company's Common
Stock, (ii) the Company's Chief Executive Officer, and (iii) all directors and
executive officers as a group.
Shares Percent
Beneficially of
Beneficial Owner Owned Class
- - - ------------------------------------------------------------------------------------- ------------ --------
Krause Gentle Corporation(1) 74,500 9.38%
C/O James B. Langeness
Duncan, Green, Brown, Langeness & Eckley
380 Capital Square, 400 Locust Street
Des Moines, Iowa 50309
StateFed Financial Corporation Employee Stock Ownership Plan 68,024 8.56
519 Sixth Avenue
Des Moines, Iowa 50309(2)
John F. Golden, President and Chief Executive Officer(3) 43,369 5.33
Directors and executive officers of the Company and the Association as a group 124,489 14.72
(7 persons)(4)
- - - -----------------------
(1) The above information is as reported by Krause Gentle Corporation in a
statement dated February 3, 1995 on Schedule 13-D filed pursuant to the
Securities Exchange Act of 1934. Krause Gentle Corporation reported
sole voting and dispositive power over 74,500 shares.
(2) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), of which 19,767 shares of Common Stock were
allocated to accounts of participants. First Bankers Trust Company,
N.A., the trustee of the ESOP, may be deemed to beneficially own the
shares held by the ESOP which have not been allocated to the accounts
of participants. Pursuant to the terms of the ESOP, participants in the
ESOP have the right to direct the voting of shares allocated to
participant accounts.
(3) Includes 14,357 shares held directly, 3,786 shares allocated to Mr.
Golden's account pursuant to the ESOP, 19,631 shares subject to options
granted to Mr. Golden under the Stock Option Plan and 5,595 shares held
pursuant to the MRP over which Mr. Golden has voting power over all
5,595 shares and dispositive power over 1,297 shares.
(4) Includes shares held directly, as well as, jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole voting and
investment power. This table also includes 3,786, 2,502 and 2,002
shares allocated to the accounts of officers Golden, Black and Wood,
respectively, pursuant to the Company's ESOP, 51,351 shares subject to
options granted to directors and executive directors under the
Company's Stock Option Plan and 17,709 shares of restricted stock
awarded under the MRP to directors and executive officers over which
such individuals have voting power over all 17,709 shares and
dispositive power over 692 shares.
PROPOSAL I. ELECTION OF DIRECTORS
General
The Company's Board of Directors currently consists of seven members.
The Board is divided into three classes, each of which contains approximately
one-third of the Board. Approximately one-third of the directors is elected
annually. Directors of the Company are generally elected to serve for a
three-year period or until their respective successors are elected and
qualified.
2
The table below sets forth certain information, as of September 5,
1996, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which the nominee was selected.
Shares of
Common
Term Stock Percent
Director to Beneficially of
Name Age(1) Position(s) Held in the Company Since(2) Expire Owned(3) Class
- - - ------------------------ ------ -------------------------------------------- --------- ------- ---------- ------
NOMINEES
John F. Golden 68 Chairman of the Board, President and Chief 1981 1996 43,369 5.33
Executive Officer
Kevin J. Kruse(4) 36 Director 1993 1996 13,677 1.71
DIRECTORS CONTINUING IN OFFICE
Eugene M. McCormick(5) 69 Director 1979 1997 18,333 2.30
Sidney M. Ramey(6) 56 Director 1987 1997 8,399 1.05
Andra K. Black(7) 49 Executive Vice President and Director 1995 1997 14,495 1.81
Craig Wood 38 Senior Vice President and Director 1995 1998 9,383 1.18
Harry A. Winegar 68 Director 1977 1998 16,833 2.10
[UPDATE SHARE OWNERSHIP AS NECESSARY]
- - - ----------
(1) At June 30, 1996.
(2) Includes service as a director of the Association.
(3) Amounts include shares held directly and jointly with family members,
as well as shares which are held in retirement accounts, or held by
certain members of the named individuals' families, or held by trusts
of which the named individual is a trustee or substantial beneficiary,
with respect to which shares the respective directors may be deemed to
have sole or shared voting and/or investment power. Amounts also
include 3,224, 5,372, 5,372, and 5,372 shares subject to options
granted to Directors McCormick, Ramey, Winegar and Kruse, and 19,631,
7,737 and 4,643 shares subject to options granted to Chairman Golden,
Executive Vice President Black and Senior Vice President Wood
respectively, under the Stock Option Plan which are exercisable within
60 days of September 1, 1995 and 1,461, 1,461, 1,461, 1,767, 3,226,
2,738 and 5,595 shares of Common Stock held by Directors Kruse,
McCormick, Winegar, Ramey, Black, Wood and Chairman Golden,
respectively, over which such awards vest at a rate of 20% per year.
(4) Includes 7,461 shares held directly and 844 shares held by Mr. Kruse's
spouse.
(5) Includes 14,609 shares held directly and 500 shares held by Mr.
McCormick's spouse.
(6) Includes 2,397 shares held directly and 630 shares held by Mr. Ramey's
spouse.
(7) Includes 6,728 shares held directly and 30 shares held by Ms. Black's
son.
3
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
John F. Golden. Mr. Golden is the Chairman of the Board, Chief
Executive Officer, and President of State Federal. Mr. Golden joined the
Association in 1963 and served in various capacities until 1981 when he was
promoted to President and Chief Executive Officer. Mr. Golden is responsible for
all transactions of the Association and he reports directly to the Board of
Directors. Mr. Golden was appointed Chairman of the Board of Directors of the
Association and the Company in June 1995.
Andra K. Black. Ms. Black is Executive Vice President of the
Association, a position she has held since 1986. Ms. Black is responsible for
the operations and savings departments, which include compliance with savings
regulations and disclosures, general office administration and reporting to the
Office of Thrift Supervision ("OTS") and the Internal Revenue Service ("IRS").
Ms. Black also oversees the maintenance of the general ledger and monthly
reporting.
Craig Wood. Mr. Wood is a Senior Vice President of the Association, a
position he has held since 1993. Mr. Wood oversees the mortgage lending and
regulatory compliance of the lending department of the Association. Mr. Wood
joined the Association in 1986 as a loan officer and was subsequently promoted
to his current position. Mr. Wood is the son-in-law of the Chairman, Chief
Executive Officer and President of the Association, John Golden.
Harry A. Winegar. Mr. Winegar is currently retired. Until his
retirement in 1992, Mr. Winegar was a consultant and appraiser for Carlson,
McClure & McWilliams, Inc. a real estate appraisal firm located in Des Moines,
Iowa.
Eugene M. McCormick. Mr. McCormick is currently retired. Until 1993, he
practiced dentistry in Des Moines, Iowa.
Sidney M. Ramey. Since 1982, Mr. Ramey has been the President of
Peoples Abstract Company, a title search company located in Des Moines, Iowa.
Kevin J. Kruse. Mr. Kruse is the Corporate Counsel for the Iowa League
of Savings Institutions, Inc., a trade association headquartered in Des Moines,
Iowa.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
12 times during fiscal 1996. During fiscal 1996, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served.
The Board of Directors of the Company has standing Executive, Audit,
and Stock Option and MRP Committees.
The Executive Committee is comprised of Directors Golden, Wood and
Black. The Executive Committee meets on an as needed basis and exercises the
power of the Board of Directors between Board meetings. This Committee met 12
times during fiscal 1996.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
assures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors McCormick, Ramey, Winegar and Kruse.
During the fiscal year ended June 30, 1996, this committee met once during 1996.
4
The Stock Option and MRP Committee is composed of Directors McCormick,
Ramey, Winegar and Kruse. This Committee is responsible for administering the
Company's Stock Option Plan and the MRP. This Committee did not meet during the
fiscal year ended June 30, 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Company at least 30 days before the date of the Meeting.
Meetings and Committees of the Association. Meetings of the
Association's Board of Directors are generally held on a monthly basis. The
Board of Directors met 12 times during the fiscal year ended June 30, 1996.
During fiscal 1996, no incumbent director of the Association attended fewer than
75% of the aggregate of the total number of Board meetings and the total number
of meetings held by the committees of the Board of Directors on which he served.
The Association has standing Executive, Outside Audit, Inspection,
Loan, Appraisal, Investment Environmental Risk, Insurance, Assets Management
Budget and Employee Salary and Benefit Committees. A description of each
committee of the Association is set forth below.
The Executive Committee of the Board of Directors generally acts in
lieu of the full Board of Directors between board meetings. The Executive
Committee also has responsibility for oversight of the Association's lending
policies. This committee consists of three persons including the Chairman of the
Board and Directors Black and Wood During the fiscal year ended June 30, 1996,
this committee met 12 times.
The Outside Audit Committee is composed of Directors McCormick, Ramey,
Winegar and Kruse. The Outside Audit Committee meet on an annual basis and are
responsible for reviewing the annual audit report and making recommendations to
the Board of Directors with respect to the Association's independent auditors.
This committee met one time the year ended June 30, 1996.
The Inspection Committee is responsible for review of construction loan
activity including on-site inspection of property. Members of this committee
include Chairman Golden and Director Wood. This committee meets on an as needed
basis and is usually combined with the Loan Committee meeting. The Inspection
Committee met 22 times during fiscal 1996.
The Loan Committee is responsible for evaluating and approving all loan
applications. The current members of this committee are Chairman Golden,
Directors Black and Wood and Vice President Komma. This committee meets weekly
and on an as needed basis. The committee met 43 times during the year ended June
30, 1996.
The Appraisal Committee is comprised of Chairman Golden and Director
Wood. This committee evaluates appraisers' applications and recommends approval
or disapproval to the board. This committee is usually combined with the Loan
Committee meeting. The committee meets on an as needed basis and 20 times during
the year ended June 30, 1996.
The Investment Committee meets on an as needed basis to review and
approve investments of the Association and set investment strategies. The
meeting is usually combined with the Executive Committee meeting. The members of
this committee are Chairman Golden and Directors Black and Wood. This committee
held 12 meetings during the year ended June 30, 1996.
The Environmental Risk Committee is comprised of Chairman Golden and
Director Wood. This committee reviews the environmental risk regulations and the
impact of such regulations on loan applications. Meetings of this committee are
held on an as needed basis and are usually combined with the Loan Committee
meeting. The Environmental Risk Committee did not meet during fiscal 1996.
5
The Insurance Committee is comprised of President Golden and Director
Black. It meets annually to discuss renewal of existing insurance policies and
on an as needed basis. The committee held 1 meeting during fiscal 1996.
The Asset Management Committee meets annually and on an as needed basis
to discuss asset/liability strategy. The current members of the Asset Management
Committee are Chairman Golden and Directors Black and Wood. During fiscal 1996,
the Committee met 4 times.
The Budget Committee is comprised of Chairman Golden and Director
Black. The Budget Committee meets annually to determine the budget and at least
quarterly to review the budget. The Budget Committee met 1 time during the year
ended June 30, 1996.
The Employee Salary and Benefit Committee determines the salaries and
benefits of the employees of the Association. Chairman Golden and Director
McCormick comprise the committee. The committee meets once a year and met one
time during fiscal 1996.
Director Compensation
Cash Compensation. The Company's directors do not receive a fee for
serving on the Company's Board of Directors. No fee is paid for membership on
the Company's committees. All present members of the Company's Board of
Directors are also members of the Association's Board of Directors. All
Association directors receive a fee of $515 per month. No fee is paid to
directors of the Association for committee membership.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of business other than the Association.
The following table sets forth information regarding compensation paid
by the Company and the Association to their Chief Executive Officer for services
rendered during the fiscal year ended June 30, 1996. No executive officer made
in excess of $100,000 during the fiscal year ended June 30, 1996.
- - - ------------------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- - - ------------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards
- - - ------------------------------------------------------------------------------------------------------------------------------------
Fiscal Other Annual Restricted Stock Options/ All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Award ($) SARs (#) Compensation($)
====================================================================================================================================
John F. Golden, President
and Chief Executive Officer 1994 $83,903(1) $ 1,535 N/A 85,960 25,788 $ ---
1995 $88,921(1) $ 1,550 N/A --- --- ---
1996 $87,625 $ 1,565 N/A --- --- ---
- - - ------------------------------------------------------------------------------------------------------------------------------------
(1) Amount includes directors fees of $5,680, $6,030 and $6,180 for fiscal years
1994, 1995 and 1996, respectively.
6
The following table sets forth information regarding the number and
value of stock options at June 30, 1995 held by the Company's Chief Executive
Officer.
====================================================================================================================
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
- - - --------------------------------------------------------------------------------------------------------------------
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(1) FY-End ($)(2)
Shares Acquired Value -------------------------------------------------------------
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- - - --------------------------------------------------------------------------------------------------------------------
John F. Golden 6,157 $44,999 4,157 15,474 $25,981(2) $96,713(2)
====================================================================================================================
(1) Represents an option to purchase Common Stock awarded to the Company's
Chief Executive Officer Pursuant to the terms of the incentive stock
option award, options will be exercisable upon the receipt of
stockholder approval of the Stock Option Plan.
(2) Represents the aggregate market value (market price of the common stock
less the exercise price) of the option granted based upon the average
of the bid and asked price of $16.25 per share of the common stock as
reported on the NASDAQ system on June 30, 1996.
Employment Agreements and Salary Continuation Plan
Employment Agreements. Effective upon completion of the Association's
conversion to stock form (the "Conversion"), the Association entered into
employment agreements with Mr. Golden, President of the Association and officers
Black and Wood. The employment agreements are designed to assist the Association
in maintaining a stable and competent management team after the Conversion. The
continued success of the Association depends to a significant degree on the
skills and competence of its officers. These agreements were filed with and
approved by the Office of Thrift Supervision ("OTS"). The employment agreements
provide for an annual base salary in an amount not less than the employee's
current salary and an initial term of three years. On the effective date of the
contracts, the current base salaries of Messrs. Golden and Wood and Ms. Black
were $81,400, $50,900 and $41,300, respectively. The agreements provide for
extensions of one year, in addition to the then-remaining term under the
agreement, on each anniversary of the effective date of the agreement, subject
to a formal performance evaluation performed by disinterested members of the
Board of Directors of the Association. The agreements provide for termination
upon the employee's death, for cause or in certain events specified by OTS
regulations. The employment agreements are also terminable by the employee upon
90-days' notice to the Association.
The employment agreements provide for payment to the employee of his
salary for the remainder of the term of the agreement, plus up to 299% of the
employee's base compensation, in the event there is a "change in control" of the
Association where employment terminates involuntarily in connection with such
change in control or within 12 months thereafter. This termination payment is
subject to reduction by the amount of all other compensation to the employee
deemed for purposes of the Code to be contingent on a "change in control," and
may not exceed three times the employee's average annual compensation over the
most recent five-year period or be non-deductible by the Association for federal
income tax purposes. For the purposes of the employment agreements, a "change in
control" is defined as any event which would require the filing of an
application for acquisition of control or notice of change in control pursuant
to 12 C.F.R. ss. 574.3 or 4. Such events are generally triggered prior to the
acquisition or control of 10% of the Common Stock. See "Restrictions on
Acquisitions of Stock and Related Takeover Defensive Provisions." The agreements
guarantee participation in an equitable manner in employee benefits applicable
to executive personnel.
7
Based on his current salary, if Mr. Golden's employment had been
terminated as of June 30, 1996, under circumstances entitling him to severance
pay as described above, he would have been entitled to receive a lump sum cash
payment of approximately $230,400.
Certain Transactions
The Association has followed a policy of granting consumer loans and
loans secured by the borrower's personal residence to officers, directors and
employees. The loans to employees, executive officers and directors are made in
the ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time, in accordance with the
Association's underwriting guidelines, and do not involve more than the normal
risk of collectibility or present other unfavorable features. Loans to executive
officers and directors must be approved by a majority of the disinterested
directors and loans to other officers and employees must be approved by the
Association's Loan Committee.
All loans by the Association to its directors and executive officers
are subject to OTS regulations restricting loan and other transactions with
affiliated persons of the Association. Federal law currently requires that all
loans to directors and executive officers be made on terms and conditions
comparable to those for similar transactions with non-affiliates. Loans to all
directors, executive officers, employees and their associates totalled $996,800
at June 30, 1996, which was 6.68% of the Holding Company's stockholders' equity
at that date. All of such loans were made on the same terms, including interest
rates, as those of comparable transactions prevailing at the time.
8
PROPOSAL II -- RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for
Vroman, McGowen, Hurst, Clark & Smith, P.C. to be its auditors for the 1997
fiscal year, subject to the ratification of the appointment by the Company's
stockholders. A representative of Vroman, McGowen, Hurst, Clark & Smith, P.C. is
expected to attend the Annual Meeting to respond to appropriate questions and
will have an opportunity to make a statement if he so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF VROMAN, MCGOWEN, HURST, CLARK & SMITH, P.C.
AS THE COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
519 Sixth Avenue, Des Moines, Iowa 50309, no later than May 31, 1997. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
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 matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
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 solicitation by mail,
directors, officers and regular employees of the Company and/or the Association
may solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
John F. Golden
Chairman of the Board
Des Moines, Iowa
September 27, 1996
9
STATEFED FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 1996
The undersigned hereby appoints the Board of Directors of StateFed
Financial Corporation (the "Company"), with full powers of substitution, to
act as attorneys and proxies for the undersigned to vote all shares of
capital stock of the Company which the undersigned is entitled to vote at the
Annual Meeting of Stockholders (the "Meeting") to be held at the main office
of the Company, located at 519 Sixth Avenue, Des Moines, Iowa on October 24,
1996 at 2:00 p.m. and at any and all adjournments and postponements thereof.
1. The election as directors of all nominees listed below (except as marked
to the contrary):
| | FOR | | VOTE WITHHELD
INSTRUCTION: To withhold your vote for any individual nominee, strike a line
in that nominee's name below.
JOHN F. GOLDEN KEVIN J. KRUSE
2. The ratification of the appointment of Vroman, McGowen, Hurst, Clark &
Smith, P.C. as auditors for the Company for the fiscal year ending June
30, 1997.
| | FOR | | AGAINST | | VOTE WITHHELD
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES LISTED
ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT
THE MEETING.
The Board of Directors recommends a vote "FOR" the proposal
and the election of the nominees listed above.
(Continued and to be SIGNED on Reverse Side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: ------------------- , 1996
---------------------------------
Signature of Stockholder
Please sign exactly as your
name(s) appear(s) to the left.
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