UNITED STATES
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 [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 (S) 240.14a-11(c) or (S) 240.14a-12
North Central Bancshares, Inc.
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(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)(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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
North Central Bancshares, Inc.
825 Central Avenue . PO Box 1237
Fort Dodge, Iowa 50501-1237
========================================
March 27, 2000
Dear Shareholders:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
(the "Annual Meeting") of North Central Bancshares, Inc. (the "Company"), which
will be held on April 28, 2000 at 10:00 a.m., Central Time, at the Country Inn,
located at 3259 5th Avenue South, Fort Dodge, Iowa. Enclosed are a Notice of
Annual Meeting, Proxy Statement, Proxy Card and 1999 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 the 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
________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 28, 2000
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of North Central Bancshares, Inc. (the "Company") will be held
on April 28, 2000 at 10:00 a.m., Central Time, at the Country Inn, located at
3259 5th Avenue South, 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 2003 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, 2000; 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 13, 2000 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. A list of shareholders entitled to vote at the Annual
Meeting will be available for inspection at 825 Central Avenue, Fort Dodge, Iowa
50501, beginning on March 29, 2000 and will also be available at the Annual
Meeting.
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 27, 2000
North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501
(515) 576-7531
________________________
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 2000
=================================
GENERAL INFORMATION
=================================
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 27, 2000 in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the 2000 Annual
Meeting of Shareholders (the "Annual Meeting") and at any adjournment or
postponement thereof. The Annual Meeting will be held on April 28, 2000 at 10:00
a.m., Central Time, at the Country Inn, located at 3259 5th Avenue South, 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 2003 ("Proposal 1"); (2) to ratify the appointment of McGladrey &
Pullen, LLP as independent auditors for the Company for the fiscal year ending
December 31, 2000 ("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 13, 2000 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 2,057,242 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 thereat.
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 January 31, 2000, 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 January 31, 2000. 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 January 31, 2000. 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 225,700(1) 10.05%
75 State Street
Boston, MA 02109
Brandes Investment Partners, L.P. 162,237(2) 7.22%
12750 High Bluff Drive
San Diego, CA 92130
Dimensional Fund Advisors, Inc. 157,100(3) 6.99%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Employee Stock Ownership Plan of 184,133(4) 8.20%
First Federal Savings Bank of Iowa
825 Central Avenue
Fort Dodge, IA 50501
- -------------------
(1) Based on a Schedule 13G/A, dated December 31, 1999, and filed with the SEC
on February 11, 2000 by Wellington Management Company, LLP ("Wellington").
Wellington is an investment advisor which may be deemed to beneficially own
the 225,700 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 188,700
shares and has shared investment power over 225,700 shares of the Company's
Common Stock.
(footnotes continued on following page)
3
(2) Based on Schedule 13G/A, dated December 31, 1999, 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 162,237
shares of the Company's Common Stock. Brandes has shared voting and
investment power over the 162,237 shares of the Company's Common Stock.
(3) Based on a Schedule 13G, dated December 31, 1999, and filed with the SEC on
February 3, 2000 by Dimensional Fund Advisors, Inc. ("Dimensional").
Dimensional is an investment adviser which may be deemed to beneficially own
the 157,100 shares of the Company's Common Stock. Dimensional disclaims
beneficial ownership of such shares.
(4) 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, 1999, 98,625 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.
(5) Percentages with respect to each person or group of persons have been
calculated based upon 2,246,742 shares of Common Stock, the number of shares
outstanding as of January 31, 2000.
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 January 31, 2000.
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, 55,282 (6) 2.43%
President and Chief
Executive Officer
KaRene Egemo Director 30,382 (7) 1.35
Howard A. Hecht Director 32,064 (8) 1.42
Melvin R. Schroeder Director 19,504 (9) 0.86
Mark M. Thompson Director 6,500 (10) 0.29
Robert H. Singer, Jr. Director 12,312 (11) 0.55
All directors and executive 403,791 17.02
officers as a group
(10 persons)(12)
- -------------------------
(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 184,133 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 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, 1999 to all executive officers as a group,
3,342 shares. 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
2,246,742, the number of shares of Common Stock outstanding as of January
31, 2000, 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
January 31, 2000.
(6) Includes 7,740 shares over which Mr. David M. Bradley has shared voting and
investment power. The figure shown includes 11,083 shares held in trust
pursuant to the ESOP that have been allocated as of January 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 85,508 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 32,000 shares which may
be acquired upon the exercise of stock options within 60 days of January 31,
2000.
(footnotes continued on following page)
5
(7) Includes 19,762 shares over which Ms. KaRene Egemo has shared voting and
investment power. Includes 10,710 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 2000.
(8) Includes 7,264 shares over which Mr. Howard A. Hecht has shared voting and
investment power. Includes 12,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 2000.
(9) Includes 7,504 shares over which Mr. Melvin R. Schroeder has shared voting
and investment power. Includes 12,000 shares which may be acquired upon the
exercise of stock options within 60 days of January 31, 2000.
(10) Includes 2,000 shares which may be acquired upon the exercise of stock
options within 60 days of January 31, 2000.
(11) Includes 4,812 shares over which Mr. Robert H. Singer, Jr. has shared
voting and investment power. Includes 7,500 shares which may be acquired
upon the exercise of stock options within 60 days of January 31, 2000.
(12) Includes 43,334 shares over which the directors and executive officers
share voting power, 43,334 shares over which the directors and executive
officers share investment power and an aggregate of 125,810 shares which
may be acquired upon the exercise of stock options within 60 days after
January 31, 2000.
=================================
PROPOSAL ONE
ELECTION OF DIRECTORS
=================================
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.
The Nominating Committee, composed of Directors Hecht, Schroeder and Egemo,
with Mr. Hecht as Chairman, has nominated two candidates for election as
directors at the Annual Meeting, each to serve for a three-year term ending in
2003. 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 2003
David M. Bradley 48 2003 Chairman of the Board, President and 1989
Chief Executive Officer
Robert H. Singer, Jr. 51 2003 Director 1997
Continuing Directors
Howard A. Hecht 72 2001 Director 1990
Melvin R. Schroeder 63 2001 Director 1992
KaRene Egemo 63 2002 Director 1993
Mark M. Thompson 48 2002 Director 1999
- ------------------------
(1) At March 27, 2000.
(2) Includes terms as directors of the Bank prior to the incorporation of the
Company on December 5, 1995.
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
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 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.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF BOTH NOMINEES FOR ELECTION AS DIRECTORS.
Continuing Directors
Howard A. Hecht is a retired insurance executive. He was employed for 39
years as Vice President with Principal Mutual Life Insurance Company, Des
Moines, Iowa.
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.
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. since 1984
and has been a certified public accountant since 1978.
Board and Committee Meetings
The Company's Board of Directors held 14 meetings during 1999. During 1999,
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.
7
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. The Examining and Audit Committee of the Company met 2 times during
the year ended December 31, 1999.
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 Personnel and Compensation Committee of the Company is comprised
of Directors Hecht (Chairman), Egemo and Schroeder. The Personnel and
Compensation Committee met two times during the year ended December 31, 1999.
Nominating Committee. The Nominating Committee discusses director
nominations prior to each Annual Meeting of the Company. It is comprised of
Directors Hecht (Chairman), Schroeder and Egemo. The Nominating Committee met 1
time during the year ended December 31, 1999.
The Nominating Committee met on January 28, 2000 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.
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 Position Held with the Company and the Bank
---- -------------------------------------------
C. Thomas Chalstrom Executive Vice President
Jean L. Lake Secretary
John L. Pierschbacher Treasurer
Name Position Held with the Bank
---- ---------------------------
C. Thomas Chalstrom Chief Operating Officer
Kirk A. Yung Senior Vice President
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 36, 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 57, 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.
8
John L. Pierschbacher, CPA, age 40, 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 37, 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 and an additional director's fee of $300 for each monthly 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 and the
Performance 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 1999 compensation programs described in this Proxy Statement were
established by the Personnel and Compensation Committee of the Company's Board
of Directors. The 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 business 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 1999 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
9
shareholders, and that is responsive to the immediate and long-term needs of
executive officers and their families.
During 1999, 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. Discretionary
bonuses for 1999 were determined, in the subjective judgment of the Compensation
Committee, with the intention of rewarding effort, performance and results at
levels above and beyond those assumed in establishing base salary rates. Fringe
benefit plans, consisting of a pension plan, 401(k) plan, and group insurance
coverages, are designed to provide for the 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 Bank's Employee Stock Ownership Plan
(the "ESOP"). Each executive officer has an individual account within the ESOP
Trust which is invested primarily in employer securities, with the result that a
portion of each executive officer's long-term retirement savings is tied to the
performance of the Bank and the Company.
The Chief Executive Officer's base salary for 1999 was $175,000; and he was
awarded a $5,101 bonus for 1999.
Personnel and Compensation
Committee of North Central
Bancshares, Inc.
Howard A. Hecht, Chairman
KaRene Egemo, Member
Melvin R. Schroeder, Member
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.
10
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 31, 1995 through December
31, 1999. 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 31, 1999. The graph
assumes the reinvestment of dividends in additional shares of the same class of
equity securities as those below.
[PERFORMANCE GRAPH]
- ----------------------------------------------------------------------------------------------------------------------------
Legend
Symbol CRSP Total Returns Index for: 12/1994 12/1995 12/1996 12/1997 12/1998 12/1999
- ------ ----------------------------- ------- ------- ------- ------- ------- -------
______ North Central Bancshares, Inc. 100.0 140.6 169.0 251.4 217.1 197.6
...__. * Nasdaq Stock Market (US Companies) 100.0 141.3 173.9 213.1 300.2 545.7
- ----- Nasdaq Financial Stocks 100.0 145.7 187.0 286.1 277.7 274.0
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 12/30/1994.
- -----------------------------------------------------------------------------------------------------------------------------
There can be no assurance that stock performance will continue into the future
with the same or
similar trends depicted in the graph above.
11
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, 1999, 1998 and 1997. No other officer received
total salary and bonus in excess of $100,000 in fiscal 1999.
Summary Compensation Table
Long Term
Compensation
----------------------
Annual Compensation Awards
--------------------- ----------------------
Securities
Underlying
Options/ All Other
Name and Principal Salary Bonus SARS Compensation
Positions Year ($)(1) ($) (#) ($)(2)
- ---------------------- ---- ---------- ------- ---------------------- -----------------
David M. Bradley 1999 175,000 5,101 -- 21,503
Chairman of the Board, 1998 165,000 101 20,000 38,595
President and Chief Executive 1997 140,000 10,101 -- 46,806
Officer
- --------------------
(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 1,434, 2,173 and 2,355 shares of the
Company's Common Stock for 1999, 1998 and 1997 with a total market value of
$21,503, $38,595 and $46,806, respectively, as of their respective
allocation dates of December 31, 1999, 1998 and 1997, based on the closing
sales prices for shares of the Company's common stock on The Nasdaq Stock
Market on such dates.
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;
(iii) a relocation of his principal place of employment outside
12
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.
13
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, 1999. 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 27,521 36,694 45,868 55,041 64,215
125,000 35,021 46,694 58,368 70,041 81,715
150,000 42,521 56,694 70,868 85,041 99,215
175,000(1) 50,021(1) 66,694(1) 83,368(1) 100,041(1) 116,715(1)
- ----------------
(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.
These annual benefit amounts are subject to adjustments for Social Security
benefits. At December 31, 1999, David M. Bradley had 16 years of credited
service under the Retirement Plan and his highest average salary was $160,000.
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.
14
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, 1999 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 $15.00 per share.
1999 Fiscal Year-End Option/SAR Values
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Year-end Year-end
(#) ($)
Name (1) Exercisable/Unexercisable Exercisable/Unexercisable
- -------- -------------------------- --------------------------
David M. Bradley 32,000/28,000 63,000/42,000
Chairman of the Board, President and
Chief Executive Officer
- -----------------------
(1) Mr. Bradley did not exercise options during the fiscal year ended December
31, 1999.
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.
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.
15
===========================
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, 2000, 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.
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.
16
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 2001 Annual Meeting of
Shareholders must be received by the Company by November 27, 2000, 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.
(S)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.
17
FINANCIAL STATEMENTS
A copy of the Annual Report to Shareholders for the year ended December 31,
1999, containing financial statements as of December 31, 1999 and 1998 and for
each of the years in the three-year period ended December 31, 1999, 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, 1999 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.
A-1
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 28, 2000
The undersigned shareholder of North Central Bancshares, Inc. hereby appoints
Howard A. Hecht, Melvin R. Schroeder and KaRene Egemo, 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 13, 2000, at the Annual Meeting of Shareholders (the
"Annual Meeting") to be held on April 28, 2000 at 10:00 a.m., Central Time, at
the Country Inn, located at 3259 5th Avenue South, 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.
PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
The Board of Directors of North Central I Will Attend the
Bancshares, Inc. unanimously recommends a Annual Meeting [_]
vote "FOR" all nominees in Item 1 and "FOR" Please Mark Your
the proposals in Items 2 and 3. Choice Like This [X]
in Blue or Black Ink.
- --------------------------------------------------------------------------------
1. Election of Directors to a Three Year Term. For Withhold
Nominees: David M. Bradley and Robert H. Singer, Jr. all for all
Nominees Nominees
[_] [_]
Instruction: To withhold authority for any individual
nominee, write that nominee's name in the space
provided: _______________________________________________
- --------------------------------------------------------------------------------
2. Ratification of appointment of For Against Abstain
McGladrey & Pullen LLP as [_] [_] [_]
independent auditors for the
Company for the fiscal year
ending December 31, 2000.
- --------------------------------------------------------------------------------
3. Authorization of the Board of For Against Abstain
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.
- --------------------------------------------------------------------------------
The undersigned hereby acknowledges
receipt of the Notice of Annual
Meeting of Shareholders and the Proxy
Statement for the Annual Meeting.
--------------------------------------
--------------------------------------
Signature(s)
Dated:_________________________ , 2000
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.
[LETTERHEAD OF FIRST FEDERAL SAVINGS BANK OF IOWA]
March 27, 2000
To: All Participants in the First Federal Savings Bank of Iowa
Employee Stock Ownership Plan (the "ESOP")
Re: Annual Meeting of Shareholders to be held on April 28, 2000
-----------------------------------------------------------
In connection with the Annual Meeting of Shareholders of North Central
Bancshares, Inc. (the "Company") to be held on April 28, 2000, enclosed are the
following documents:
1. Confidential Voting Instruction Card;
2. Proxy Statement dated March 27, 2000, including a Notice of Annual
Meeting of Shareholders; and
3. a postage-paid return envelope addressed to American Securities
Transfer, Incorporated ("American Securities Transfer"). American
Securities Transfer is the Confidential Voting Instruction tabulator
for the ESOP.
As a participant in the ESOP, you have the right to direct the trustee of
the ESOP (the "ESOP Trustee") how to vote the shares of the Company's common
stock ("Shares") held by the ESOP trust as of March 13, 2000, the record date
for the Annual Meeting ("Record Date"). Your rights will vary depending on
whether the matter being voted on is an "Anticipated Proposal" or an
"Unanticipated Proposal."
Anticipated Proposals.
Under the terms of the ESOP, each participant has the right to instruct the
ESOP Trustee how to vote the Shares allocated to such participant's account
under the ESOP as of the Record Date. In general, the ESOP Trustee will be
instructed to vote such Shares held by the ESOP trust and awarded to you by
casting votes FOR and AGAINST each proposal as specified by you on the
Confidential Voting Instruction Card accompanying this letter. The number of
shares allocated to your account under the ESOP is shown on the enclosed
Confidential Voting Instruction Card.
The ESOP generally states that if you do not direct the ESOP Trustee how to
vote the Shares allocated to your account, such Shares, as well as unallocated
Shares held under the ESOP, will be voted by the ESOP Trustee, to the extent
consistent with its fiduciary duties, in a manner calculated to most accurately
reflect the instructions received from other participants regarding allocated
Shares. The ESOP Trustee's fiduciary duties require it to vote any shares as to
which it receives no
voting instructions, as well as any unallocated Shares, in a manner determined
by it to be prudent and solely in the interest of the participants and
beneficiaries. To be considered by the ESOP Trustee in determining how to vote
the Shares held by the ESOP trust, your voting instruction must be received by
American Securities Transfer not later than April 24, 2000.
Unanticipated Proposals.
It is possible, although very unlikely, that proposals other than those
specified on the Confidential Voting Instruction Card will be presented for
shareholder action at the 2000 Annual Meeting of Shareholders. If this should
happen, the ESOP Trustee will vote upon such matters in its discretion, or cause
such matters to be voted upon in the discretion of the individuals named in any
proxies executed by it.
* * * * *
Your voting instruction is very important. You are encouraged to review
the enclosed materials carefully and to complete, sign and date the enclosed
Confidential Voting Instruction Card to signify your direction to the ESOP
Trustee. You should then seal the card in the enclosed envelope and return it
--------------------------------------------------------------------
to American Securities Transfer. To direct the voting of Shares within the
- -------------------------------
ESOP, the Confidential Voting Instruction Card must be received by American
Securities Transfer no later than April 24, 2000.
Please note that the voting instructions of individual participants are to
be kept confidential by American Securities Transfer, who has been instructed
not to disclose them to anyone at First Federal Savings Bank of Iowa or the
Company.
This memorandum is subject in its entirety to the information set forth in
the enclosed Proxy Statement, which you are encouraged to read and study
thoroughly. If you have questions regarding the terms of the ESOP or the voting
procedure, please call Mr. C. Thomas Chalstrom at (515) 576-7531.
Very truly yours,
The ESOP Committee of
First Federal Savings Bank of Iowa
Enclosures
NORTH CENTRAL BANCSHARES, INC.
CONFIDENTIAL VOTING INSTRUCTION
SOLICITED BY THE EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE
OF NORTH CENTRAL BANCSHARES, INC.
FOR THE FIRST FEDERAL SAVINGS BANK OF IOWA
EMPLOYEE STOCK OWNERSHIP PLAN
The undersigned participant, former participant or beneficiary of a
deceased former participant in the First Federal Savings Bank of Iowa Employee
Stock Ownership Plan (the "ESOP") hereby provides the voting instructions
specified to the trustee of the ESOP (the "Trustee"), which instructions shall
be taken into account by the Trustee in voting, in person, by limited or general
power of attorney, or by proxy, the shares and fractional shares of common stock
of North Central Bancshares, Inc. that are held by the Trustee, in its capacity
as Trustee of the ESOP, as of March 13, 2000 at the 2000 Annual Meeting of
Shareholders of North Central Bancshares, Inc. to be held on April 28, 2000 at
10:00 a.m., Central Time, at the Country Inn, located at 3259 5th Avenue
South, Fort Dodge, Iowa, and at any adjournment or postponement thereof.
As to the proposals listed on the reverse side, which are more particularly
described in the Proxy Statement dated March 27, 2000, the Trustee will vote the
common stock of North Central Bancshares, Inc. held by the ESOP trust to reflect
the voting instructions on this Confidential Voting Instruction, in the manner
described in the accompanying letter from the ESOP Committee dated March 27,
2000.
RETURN THIS SHEET TO AMERICAN SECURITIES TRANSFER ON OR BEFORE APRIL 24,
2000.
(Continued on the reverse side. Please complete, sign and date on the
reverse side and promptly return in the enclosed postage-paid envelope.)
The Board of Directors of North Central Bancshares, Inc. recommends a vote
"FOR" all nominees in Proposal No. 1 and "FOR" Proposals No. 2 and No. 3. If
this Confidential Voting Instruction is signed but no direction is given, this
voting instruction sheet will be deemed to instruct votes "FOR" all nominees in
Proposal No. 1, and "FOR" Proposals No. 2 and No. 3. The directions, if any,
given in this Confidential Voting Instruction will be kept confidential from all
directors, officers and employees of North Central Bancshares, Inc.
Please mark your votes like this
[X]
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1. Election of two Directors for terms of three years each. FOR all nominees WITHHOLD as to all nominees
Nominees: David M. Bradley and Robert H. Singer, Jr. (except as otherwise indicated) [_]
[_]
To withhold authority to vote FOR any individual nominee, write that
nominee's name in the space provided:________________________________
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FOR AGAINST ABSTAIN
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2. Ratification of the appointment of McGladrey & Pullen, LLP as [_] [_] [_]
independent auditors of North Central Bancshares, Inc. for the
fiscal year ending December 31, 2000.
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3. Authorization of the Board of Directors, in its discretion, to [_] [_] [_]
direct the vote of proxies upon such other business as may come
before the Annual Meeting or any adjournment or postponement thereof
or to cause such matters to be voted upon in the discretion of the
individuals named in any proxies executed by the Trustee.
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All proposals listed above in this Confidential Voting Instruction were
proposed by North Central Bancshares, Inc.
The undersigned hereby instructs the Trustee to vote in accordance with the
voting instruction indicated above and hereby acknowledges receipt, prior to the
execution of this Confidential Voting Instruction, of a Voting Instruction
Letter, a Notice of Annual Meeting of Shareholders of North Central Bancshares,
Inc., a Proxy Statement dated March 27, 2000 for the Annual Meeting and a 1999
Annual Report to Shareholders.
Please sign and date below and return promptly in the enclosed postage-paid
envelope. Your Confidential Voting Instruction must be received no later than
April 24, 2000.
Date
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Signature
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Signature of participant, former participant or
designated beneficiary of deceased former
participant. Please sign name exactly as it
appears herein. When signing as attorney,
executor, administrator, trustee or guardian,
please give your full title as such.
[LETTERHEAD OF FIRST FEDERAL SAVINGS BANK OF IOWA]
March 27, 2000
To: All Participants in the First Federal Savings Bank of Iowa
Employees' Savings and Profit Sharing Plan and Trust (the "401(k) Plan")
Re: Annual Meeting of Shareholders to be held on April 28, 2000
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As you have been advised, the 401(k) Plan of the First Federal Savings Bank
of Iowa (the "Bank") contains an investment alternative to purchase stock of the
Bank's parent company, North Central Bancshares, Inc. (the "Company") using
funds from your 401(k) Plan account (the "401(k) Plan Stock Fund"). These
shares are held by The Bank of New York, as trustee (the "Trustee") for the
401(k) Plan. Interests in shares that you have purchased in the 401(k) Plan
Stock Fund are being held by the Trustee for your benefit. The 401(k) Plan
allows participants (including former participants and beneficiaries) to have
certain voting rights at the Company's shareholder meetings.
In connection with the Annual Meeting of Shareholders of the Company to be
held on April 28, 2000, enclosed are the following documents:
1. Confidential Voting Instruction Card;
2. Proxy Statement dated March 27, 2000, including a Notice of Annual
Meeting of Shareholders; and
3. a postage-paid return envelope addressed to American Securities
Transfer, Incorporated ("American Securities Transfer"). American
Securities Transfer is the Confidential Voting Instruction tabulator
for the 401(k) Plan.
As a participant in the 401(k) Plan, you have the right to direct the
voting of your shares in the 401(k) Plan Stock Fund as of March 13, 2000, the
record date for the Annual Meeting ("Record Date"), on the proposals to be voted
by the Company's shareholders. Your rights as a participant in the 401(k) Plan
will vary depending on whether the matter being voted on is an "Anticipated
Proposal" or an "Unanticipated Proposal."
Anticipated Proposals.
In general, 401(k) Plan participants have the right to direct how their
shares in the 401(k) Plan Stock Fund are to be voted. The Named Fiduciary of
the 401(k) Plan ("Named Fiduciary") will
direct the Trustee to vote FOR and AGAINST each proposal specified on the
Confidential Voting Instruction Card in the same proportions as instructions to
cast votes FOR and AGAINST such proposal are given by 401(k) Plan participants
entitled to give voting instructions. The instructions given by each 401(k) Plan
participant will be weighted according to the value of his or her respective
interest in the 401(k) Plan Stock Fund as of the Record Date. For purposes of
the 401(k) Plan, if you ABSTAIN as to a proposal, or if you do not return your
Confidential Voting Instruction Card for the 401(k) Plan to American Securities
Transfer by April 24, 2000, your instructions will not be counted.
If you do not have any shares of Company stock allocated to your 401(k)
Plan Stock Fund as of the Record Date, there will be no Confidential Voting
Instruction Card for the 401(k) Plan enclosed with this letter.
Unanticipated Proposals.
It is possible, although very unlikely, that proposals other than those
specified on the Confidential Voting Instruction Card will be presented for
shareholder action at the 2000 Annual Meeting of Shareholders. If this should
happen, the Named Fiduciary will direct the Trustee how to vote on such matters
in the Named Fiduciary's discretion, or cause such matters to be voted upon in
the discretion of the individuals named in any proxies executed by the Trustee
at the Named Fiduciary's discretion.
* * * * *
Your voting instruction is very important. You are encouraged to review
the enclosed material carefully and to complete, sign and date the enclosed
Confidential Voting Instruction Card to signify your direction to the Named
Fiduciary. You should then seal the completed card in the enclosed envelope and
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return it directly to American Securities Transfer using the postage-paid return
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envelope provided. The Confidential Voting Instruction Card must be received by
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American Securities Transfer no later than April 24, 2000.
Please note that the voting instructions of individual participants are to
be kept confidential by American Securities Transfer and the Trustee, who have
been instructed not to disclose them to anyone at the Bank or the Company.
This memorandum is subject in its entirety to the information set forth in
the enclosed Proxy Statement, which you are encouraged to read and study
thoroughly. If you have questions regarding the terms of the 401(k) Plan or the
voting procedure, please call Mr. C. Thomas Chalstrom at (515) 576-7531.
Very truly yours,
The Personnel and Compensation Committee
of First Federal Savings Bank of Iowa
Enclosures
NORTH CENTRAL BANCSHARES, INC.
CONFIDENTIAL VOTING INSTRUCTION
SOLICITED BY THE PERSONNEL AND COMPENSATION COMMITTEE
OF NORTH CENTRAL BANCSHARES, INC.
FOR THE FIRST FEDERAL SAVINGS BANK OF IOWA
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN AND TRUST
The undersigned participant, former participant or beneficiary of a
deceased former participant in the First Federal Savings Bank of Iowa Employees'
Savings and Profit Sharing Plan and Trust (the "401(k) Plan") hereby provides
the voting instructions specified to the Named Fiduciary of the 401(k) Plan (the
"Named Fiduciary"), which instructions shall be taken into account by the Named
Fiduciary in directing the Trustee of the 401(k) Plan ("Trustee") in voting, in
person, by limited or general power of attorney, or by proxy, the shares and
fractional shares of common stock of North Central Bancshares, Inc. that are
held by the Trustee, in its capacity as Trustee of the 401(k) Plan, as of March
13, 2000 at the 2000 Annual Meeting of Shareholders of North Central Bancshares,
Inc. to be held on April 28, 2000 at 10:00 a.m., Central Time, at the Country
Inn, located at 3259 5th Avenue South, Fort Dodge, Iowa, and at any
adjournment or postponement thereof.
As to the proposals listed on the reverse side, which are more particularly
described in the Proxy Statement dated March 27, 2000, the Trustee will vote the
common stock of North Central Bancshares, Inc. held by the 401(k) Plan trust to
reflect the voting instructions on this Confidential Voting Instruction, in the
manner described in the accompanying letter from the Personnel and Compensation
Committee dated March 27, 2000.
RETURN THIS SHEET TO AMERICAN SECURITIES TRANSFER ON OR BEFORE APRIL 24,
2000.
(Continued on the reverse side. Please complete, sign and date on the
reverse side and promptly return in the enclosed postage-paid envelope.)
The Board of Directors of North Central Bancshares, Inc. recommends a vote
"FOR" all nominees in Proposal No. 1 and "FOR" Proposals No. 2 and No. 3. If
this Confidential Voting Instruction is signed but no direction is given, this
voting instruction sheet will be deemed to instruct votes "FOR" all nominees in
Proposal No. 1, and "FOR" Proposals No. 2 and No. 3. The directions, if any,
given in this Confidential Voting Instruction will be kept confidential from all
directors, officers and employees of North Central Bancshares, Inc.
Please mark your votes like this
[X]
- ------------------------------------------------------------------------------------------------------------------------------------
1. Election of two Directors for terms of three years each. FOR all nominees WITHHOLD as to all nominees
Nominees: David M. Bradley and Robert H. Singer, Jr. (except as otherwise indicated) [_]
[_]
To withhold authority to vote FOR any individual nominee, write that
nominee's name in the space provided:_______________________________
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FOR AGAINST ABSTAIN
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2. Ratification of the appointment of McGladrey & Pullen, LLP as [_] [_] [_]
independent auditors of North Central Bancshares, Inc. for the
fiscal year ending December 31, 2000.
- ------------------------------------------------------------------------------------------------------------------------------------
3. Authorization of the Board of Directors, in its discretion, to [_] [_] [_]
direct the vote of proxies upon such other business as may come
before the Annual Meeting or any adjournment or postponement thereof
or to cause such matters to be voted upon in the discretion of the
individuals named in any proxies executed by the Trustee.
- ------------------------------------------------------------------------------------------------------------------------------------
All proposals listed above in this Confidential Voting Instruction were
proposed by North Central Bancshares, Inc.
The undersigned hereby instructs Named Fiduciary to direct the Trustee to
vote in accordance with the voting instruction indicated above and hereby
acknowledges receipt, prior to the execution of this Confidential Voting
Instruction, of a Voting Instruction Letter, a Notice of Annual Meeting of
Shareholders of North Central Bancshares, Inc., a Proxy Statement dated March
27, 2000 for the Annual Meeting and a 1999 Annual Report to Shareholders.
Please sign and date below and return promptly in the enclosed postage-paid
envelope. Your Confidential Voting Instruction must be received no later than
April 24, 2000.
Date
-------------------------------------------------------
Signature
-------------------------------------------------------
Signature of participant, former participant or
designated beneficiary of deceased former participant.
Please sign name exactly as it appears herein. When
signing as attorney, executor, administrator, trustee
or guardian, please give your full title as such.