SCHEDULE 14A
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 Section 240.14a-12
Investors Bancorp
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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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.
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[ ] 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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INVESTORSBANCORP
April 5, 2002
Dear Shareholder:
On behalf of the board of directors and management of
InvestorsBancorp, Inc., we cordially invite you to attend the annual meeting of
shareholders to be held at 4:00 p.m. on Thursday, May 16, 2002, at the Country
Inn Hotel, 2810 Golf Road, Waukesha, Wisconsin. The accompanying notice of
annual meeting of shareholders and proxy statement discuss the business to be
conducted at the meeting. A copy of our Form 10-KSB is also included as a part
of this booklet. At the meeting we shall report on our operations and the
outlook for the year ahead.
Your board of directors has nominated two persons to serve as
Class II directors. Both of the nominees are incumbent directors. The board of
directors has also selected and recommends that you ratify the appointment of
Virchow, Krause & Company, LLP to continue as our independent public accountants
for the year ending December 31, 2002.
We recommend that you vote your shares for the director nominees
and in favor of the proposal.
We encourage you to attend the meeting in person. WHETHER OR NOT
YOU PLAN TO ATTEND, HOWEVER, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT IN THE ACCOMPANYING POSTPAID RETURN ENVELOPE AS PROMPTLY AS
POSSIBLE. This will ensure that your shares are represented at the meeting.
We look forward with pleasure to seeing and visiting with you at
the meeting.
Very truly yours,
INVESTORSBANCORP, INC.
George R. Schonath
President and Chief Executive Officer
W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160
Phone (262) 523-1000, Fax (262) 523-4193
INVESTORSBANCORP
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 16, 2002
TO THE HOLDERS OF COMMON STOCK OF INVESTORSBANCORP, INC.
Notice is hereby given that the annual meeting of shareholders of
InvestorsBancorp, Inc., will be held at the Country Inn Hotel, 2810 Golf Road,
Waukesha, Wisconsin, on Thursday, May 16, 2002 at 4:00 p.m., for the purpose of
considering and voting upon the following matters:
1. the election of two Class II directors for a term of three
years,
2. the ratification of the appointment of Virchow, Krause &
Company, LLP as our auditors for the year ending December 31,
2002, and
3. the transaction of such other business as may properly come
before the meeting or any adjournments or postponements of
the meeting.
The board of directors is not aware of any other business to come
before the meeting. Shareholders of record at the close of business on March 20,
2002, are the shareholders entitled to vote at the meeting and any adjournments
or postponements of the meeting. In the event there are not sufficient votes for
a quorum or to approve or ratify any of the foregoing proposals at the time of
the annual meeting, the meeting may be adjourned or postponed in order to permit
us time for further solicitation of proxies.
By Order of the Board of Directors
George R. Schonath
President and Chief Executive Officer
Pewaukee, Wisconsin
April 5, 2002
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE US 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.
W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160
Phone (262) 523-1000, Fax (262) 523-4193
INVESTORSBANCORP
W239 N1700 Busse Road
Waukesha, Wisconsin 53188-1160
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2002
This proxy statement is furnished in connection with the
solicitation on behalf of the board of directors of InvestorsBancorp, of proxies
to be used at the meeting which will be held at the Country Inn Hotel, 2810 Golf
Road, Waukesha, Wisconsin on Thursday, May 16, 2002 at 4:00 p.m., and all
adjournments or postponements of the meeting. The proxy statement and the
accompanying notice of meeting and proxy are first being mailed to holders of
shares of common stock, par value $.01 per share, on or about April 5, 2002.
Certain of the information in the proxy statement relates to InvestorsBank, a
Wisconsin chartered bank located in Pewaukee, Wisconsin, our wholly owned
subsidiary.
VOTING RIGHTS AND PROXY INFORMATION
All shares of 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 for adoption of the proposals set forth in this proxy statement. A
majority of the shares of the common stock, present in person or represented by
proxy and entitled to vote, shall constitute a quorum for purposes of the
meeting. Abstentions and broker non-votes will be counted for purposes of
determining a quorum.
Only holders of record of our common stock at the close of
business on March 20, 2002, will be entitled to vote at the meeting and at all
adjournments or postponements of the meeting. On March 20, 2002, we had 940,000
shares of common stock outstanding and 620 holders of record. Directors are
elected by a plurality of the votes cast in person or by proxy with a quorum
present. For all other matters, the affirmative vote of a majority of the votes
cast in person or by proxy with a quorum present shall constitute shareholder
approval. Abstentions and broker "non-votes" will be considered in determining
the presence of a quorum but will not affect the vote required for approval of
the election of directors or any proposal.
We do not know of any matters, other than 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.
We would like to have all shareholders represented at the meeting.
Whether or not you plan to attend, please complete, sign and date the enclosed
proxy and return it in the accompanying postpaid return envelope as promptly as
possible. A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by:
- duly executing and delivering to our corporate secretary a later
dated proxy relating to the same shares prior to the exercise of
the proxy,
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- filing with our corporate secretary at or before the meeting a
written notice of revocation bearing a later date than the proxy,
or
- 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 Ms. Susan Hauke,
Secretary, W239 N1700 Busse Road, Waukesha, Wisconsin 53188-1160.
ELECTION OF DIRECTORS
The annual meeting will be held on Thursday, May 16, 2002, and the
shareholders will be entitled to elect two Class II directors for a term
expiring in 2005. The directors are divided into three classes having staggered
terms of three years. The nominees for election as Class II directors are
incumbent directors. We have no knowledge that the nominees will refuse or be
unable to serve, but if they become unavailable for election, the holders of the
proxies reserve the right to substitute another person of their choice as a
nominee when voting at the meeting. Set forth below is information concerning
the nominees and for the other directors whose terms of office will continue
after the meeting, including the age, year first elected a director and business
experience of each during the previous five years. If elected at the annual
meeting, the nominees will serve as Class II directors for three year terms
expiring in 2005. The board of directors recommends that shareholders vote FOR
the nominees.
NOMINEES
DIRECTOR OF
PRESENT POSITION INVESTORSBANCORP
NAME AND AGE INVESTORSBANCORP AND INVESTORSBANK AND INVESTORSBANK
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CLASS II
(Term Expires 2005)
Donald L. Menefee Director of InvestorsBancorp and InvestorsBank 1999
(Age 60)
Terry L. Mather Director of InvestorsBancorp and InvestorsBank 1997
(Age 59)
CONTINUING DIRECTORS
CLASS III
(Term Expires 2003)
Donald E. Sydow Director of InvestorsBancorp and InvestorsBank 1997
(Age 66)
CLASS I
(Term Expires 2004)
George R. Schonath Director, President and Chief Executive Officer 1997
(Age 61) of InvestorsBancorp and InvestorsBank
Jon McGlocklin Director of InvestorsBancorp and InvestorsBank 1997
(Age 58)
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All of our directors will hold office for the terms indicated, or
until their respective successors are duly elected and qualified. There are no
arrangements or understandings between InvestorsBancorp and any other person
pursuant to which any of our directors have been selected for their respective
positions.
BIOGRAPHICAL DATA
The principal occupation of each director is set forth below. Each
director has held his present position for at least five years unless otherwise
indicated.
TERRY L. MATHER has been a partner of Critical Solutions, Inc., a
business consulting firm headquartered in Milwaukee, Wisconsin, since 1992.
JON MCGLOCKLIN has been the president of Healy Manufacturing,
Inc., Menomonee Falls, Wisconsin, since 1997, and an announcer for the Milwaukee
Bucks since 1976. He was also a senior vice president of InvestorsBancorp and
InvestorsBank from their establishment in 1997 until February, 2001. In July,
1997, Mr. McGlocklin was appointed senior vice president of Bando McGlocklin
Capital Corporation. Until July, 1997, he served as a director (since 1980) and
president (since 1991) of Bando McGlocklin Capital Corporation.
DONALD L. MENEFEE has been the president and chief executive
officer of Silent Partners, a management consulting firm based in Door County,
Wisconsin, since he founded the company in 1996. He has 32 years of banking
experience focused on marketing and strategic planning for banks in Illinois,
Wisconsin and Arizona. From 1994 to 1996, Mr. Menefee served in various
capacities with Johnson International, Inc., Racine, Wisconsin, including
director of corporate marketing and president of private banking, as well as
president and chairman of both Biltmore Investors Bancorp, Phoenix, Arizona, and
Johnson Asset Management Company, Milwaukee, Wisconsin.
GEORGE R. SCHONATH has been the president and chief executive
officer of InvestorsBancorp and InvestorsBank since they were established in
1997. In July, 1997, Mr. Schonath was appointed president of Bando McGlocklin
Capital Corporation and also currently serves as its chief executive officer
(since 1983). Until July, 1997, he served as a director (since 1980) and
chairman of the board (since 1983) of Bando McGlocklin Capital Corporation.
DONALD E. SYDOW has been the president of Oconomowoc Manufacturing
Corp., a ball-bearing manufacturer located in Oconomowoc, Wisconsin, since 1982.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During 2001, the board of directors of InvestorsBancorp and
InvestorsBank each held four meetings. No director attended fewer than 75% of
the total number of meetings of the board of directors of InvestorsBancorp or
InvestorsBank held during 2001. InvestorsBancorp's board of directors has
appointed an audit and finance committee and a compensation committee.
The audit committee consists of Messrs. Mather, Menefee and Sydow.
The audit committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also recommends to the board the accounting firm to perform
InvestorsBancorp's and InvestorsBank's annual audit and acts as the liaison
between the auditors and the board. The committee also is responsible for
reviewing, approving and recommending to the board financial policies and
strategies of InvestorsBank and significant expenditures proposed to be made by
InvestorsBancorp or InvestorsBank. A copy of the committee's charter was
attached to last year's proxy statement. During 2001, the audit committee met to
discuss the audited financial statements for the year ended December 31, 2000.
The compensation committee consists of Messrs. Mather, Menefee
and Sydow. The compensation committee meets to review the performance, salary
and other compensation of the chief executive
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officer and officers of InvestorsBancorp and makes recommendations to the board
with respect to stock options and other incentive awards. During 2001, the
compensation committee did not meet.
COMPENSATION OF DIRECTORS
Directors of InvestorsBancorp, who are not also officers, received
an annual fee of $10,000 for 2001 as well as $1,000 for each board or committee
meeting attended. Directors who are also officers of InvestorsBancorp do not
receive additional compensation for their service as directors of
InvestorsBancorp.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with
respect to the beneficial ownership of our common stock at March 1, 2002, by
each person known by us to be the beneficial owner of more than five percent of
the outstanding common stock, by each director or nominee, by each executive
officer named in the summary compensation table below, and by all directors and
executive officers of InvestorsBancorp as a group.
NAME OF INDIVIDUAL AND AMOUNT AND NATURE OF PERCENT
NUMBER OF PERSONS IN GROUP BENEFICIAL OWNERSHIP (1) OF CLASS
- -------------------------- ------------------------ --------
DIRECTORS AND 5% SHAREHOLDERS
Terry L. Mather - -
Jon McGlocklin - -
Donald L. Menefee 325 *
George R. Schonath 492,775 (2) 46.5%
Donald E. Sydow 4,201 *
ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (9 PERSONS) 506,146 (3) 47.6%
* Less than one percent (1%).
(1) Information contained in this column is based upon information furnished to
us by the persons named above and the members of the designated group,
except as set forth in the footnotes below. The nature of beneficial
ownership for shares shown in this column is sole voting and investment
power, except as set forth in the footnotes below. Inclusion of shares
shall not constitute an admission of beneficial ownership or voting and
investment power over included shares. Pursuant to the rules and
regulations of the Securities and Exchange Commission and the Securities
Exchange Act of 1934, as amended, share amounts include shares obtainable
through the exercise of stock options or warrants within 60 days of the
date of the information contained in this table.
(2) Includes 105,000 shares obtainable through the exercise of warrants, over
which shares Mr. Schonath has no voting and sole investment power, 1,206
shares over which Mr. Schonath shares voting and investment power with his
spouse and 35,700 shares held by Lake Country Investments, LLC, a limited
liability company, over which Mr. Schonath has shared voting and investment
power. Excludes 108,894 shares held in irrevocable trusts for the benefit
of his daughters, 1,982 shares held directly by his daughters, and 4,716
shares held for other employees by our 401(K) plan, for which Mr. Schonath
is the trustee and may be deemed to have shared voting power.
(3) Includes 122,565 shares obtainable through the exercise of options or
warrants. Excludes shares held for other employees by our 401(K) plan, for
which Mr. Schonath is a trustee and may be deemed to have shared voting
power.
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Section 16(a) of the Exchange Act requires our executive officers
and directors and persons who own more than 10% of the common stock to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Such persons are also required to furnish us with copies of all
Section 16(a) forms they file. Based solely upon our review of these forms and,
if appropriate, representations made to us by any reporting person concerning
whether a Form 5 was required to be filed for the 2001, we are not aware that
any of our directors and executive officers or 10% shareholders failed to comply
with the filing requirements of Section 16(a) during 2001.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the
compensation paid or granted by InvestorsBancorp or InvestorsBank to our chief
executive officer for the last three years. No other executive officer's
aggregate salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
------------------------------------ -----------------------------
(a) (b) (c) (d) (e) (f) (g) (h)
Securities All
Other Annual Restricted Underlying Other
Salary Bonus Compensation Stock Option/ Compensation
Name and Position Year ($) ($) ($) Award ($) SARs(#) ($)
- ----------------- ---- ------ ----- ------------ --------- ------- -----------
George R. Schonath, 2001 $200,000 $ 60,741 $ -- $ -- -- 67,754 (2)
president and chief 2000 154,000 115,208 -- -- -- 48,083 (2)
executive officer (1) 1999 140,000 6,083 -- -- -- 46,599 (2)
(1) Amounts paid are net of the amount reimbursed by The Middleton Doll Company
(formally Bando McGlocklin Capital Corporation) pursuant to the Management
Services and Allocation of Expenses Agreement. Under this Agreement, 52.38%
of Mr. Schonath's 2001 salary, 58.82% of his 2000 salary and 56.25% of his
1999 salary was paid by The Middleton Doll Company. Also included are
amounts deferred under our 401(k) plan.
(2) Represents InvestorsBank's contribution for supplemental retirement
benefits and contributions to our 401(k) plan.
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STOCK OPTIONS
George R. Schonath was granted 4,150 stock options at an
option price of $6.75 during 2000, 4,400 stock options at an option price of
$7.00 in January, 2001 and 5,940 stock options at an option price of $10.10 in
January, 2002. The following table sets forth certain information concerning
stock options held by Mr. Schonath at December 31, 2001. He did not exercise any
stock options in 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
Shares Number of Securities Value of Unexercised
Acquired on Value Underlying Unexercised In-the-Money Options/
Exercise Realized Options/SARs at Year-End (#) SARs at Year-End ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------- -------- ----------- ------------- ----------- -------------
George R. Schonath -- $ -- 8,550 8,550 $ 27,542.50 $ 27,542.50
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2001, the full board of directors considered and approved
the compensation packages of the employees of InvestorsBancorp and
InvestorsBank. Except for Messrs. McGlocklin and Schonath, none of the directors
was an officer or employee during 2001, or a former officer or employee of
InvestorsBancorp or its subsidiaries. Messrs. McGlocklin and Schonath do not
participate in decisions regarding their respective compensation. Messrs.
McGlocklin and Schonath were directors and officers of The Middleton Doll
Company prior to the distribution by The Middleton Doll Company and its
shareholders of all of its shares of InvestorsBancorp.
TRANSACTIONS WITH MANAGEMENT
Directors and officers of InvestorsBancorp and InvestorsBank, and
their associates, were customers of and had transactions with us during 2001.
InvestorsBank and The Middleton Doll Company also purchase loan participations
from each other from time to time and, pursuant to a management services and
allocation of expenses agreement, InvestorsBank performs certain loan servicing
and administration services to The Middleton Doll Company. Additional
transactions may be expected to take place in the future.
All outstanding loans, commitments to make loans, transactions in
repurchase agreements and certificates of deposit and depository and loan
participation and servicing relationships, in the opinion of management, were
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 did not involve more than the
normal risk of collectibility or present other unfavorable features.
InvestorsBank received an aggregate of $991,511 in loan servicing and
administration fees from The Middleton Doll Company in 2001. InvestorsBancorp
and InvestorsBank also lease space for their main offices from The Middleton
Doll Company. The annual rent under the lease, including real estate taxes,
utilities and furnishings, is approximately $114,000, which represents a pro
rata share of The Middleton Doll Company's occupancy expense. InvestorsBancorp
believes the terms of the lease with The Middleton Doll Company are on
substantially the same terms and conditions as could be obtained from unrelated
third parties.
During 2000, we borrowed $2,500,000 from The Middleton Doll
Company pursuant to an unsecured subordinated note maturing on April 30, 2010.
During 2001, we borrowed an additional $500,000 from the Schonath Family
Partnership pursuant to an unsecured subordinated note maturing on May 1, 2011.
Both loans bear interest at the prime rate plus two percent. We believe the loan
terms on these notes are substantially the same terms and conditions as could be
obtained from unrelated third parties.
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AUDIT COMMITTEE REPORT
The incorporation by reference of this proxy statement into
any document filed with the Securities and Exchange Commission by
InvestorsBancorp shall not be deemed to include the following report unless the
report is specifically stated to be incorporated by reference into such
document.
The audit committee assists the board in carrying out its
oversight responsibilities for our financial reporting process, audit process
and internal controls. The audit committee also reviews the audited financial
statements and recommends to the board that they be included in our annual
report on Form 10-KSB. The committee is comprised solely of independent
directors.
The audit committee has reviewed and discussed our audited
financial statements for 2001 with our management and Virchow, Krause & Company,
LLP, our independent auditors. The committee has also discussed with Virchow
Krause the matters required to be discussed by SAS 61 (Codification for
Statements on Auditing Standards) as well as having received and discussed the
written disclosures and the letter from Virchow Krause required by Independence
Standards Board Statement No. 1 (Independence Discussions with Audit
Committees). Based on the review and discussions with management and Virchow
Krause, the committee has recommended to the board that the audited financial
statements be included in our annual report on Form 10-KSB for 2001 for filing
with the Securities and Exchange Commission.
Terry L. Mather
Donald L. Menefee
Donald E. Sydow
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The board of directors has appointed Virchow, Krause & Company,
LLP, independent accountants, to continue to be our auditors for the year ending
December 31, 2002, and recommends that the shareholders ratify the appointment.
A representative of Virchow Krause is expected to attend the annual meeting and
be available to respond to appropriate questions and make a statement if he or
she so desires. If the appointment is not ratified, the matter of the
appointment of auditors will be considered by our board of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
RATIFICATION OF THE APPOINTMENT OF VIRCHOW, KRAUSE & COMPANY, LLP.
AUDIT FEES
Our independent auditor during 2001 was Virchow, Krause & Company,
LLP. The aggregate fees and expenses billed by Virchow Krause in connection with
the audit of our annual financial statements as of and for the year ended
December 31, 2001 and for the required review of our financial information
included in our Form 10-QSB filings for the year 2001 was $35,150.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees incurred for these services for the year 2001.
ALL OTHER FEES
The fees and expenses billed by Virchow Krause for regulatory
compliance consulting and testing rendered to us for 2001 were $10,500. In
addition, the fees and expenses billed by Virchow Krause for tax consulting
services rendered to us for 2001 were $4,500.
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The audit committee, after consideration of the matter, does not
believe that the rendering of these services by Virchow Krause to be
incompatible with maintaining its independence as our principal auditor.
SHAREHOLDER PROPOSALS
Any proposals of shareholders intended to be presented at the 2003
annual meeting of shareholders must be received by our corporate secretary at
our principal executive offices at W239 N1700 Busse Road, Waukesha, Wisconsin
53188-1160, on or before December 6, 2002, to be considered for inclusion in the
proxy statement and proxy relating to such meeting. In order to be presented at
the 2003 annual meeting of shareholders, proposals must also comply with Article
II, Section 2.15, of our by-laws.
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, holders of
the proxies will act in accordance with their best judgment.
We will bear the cost of solicitation of proxies. We 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 InvestorsBancorp or InvestorsBank
may solicit proxies personally or by telegraph or telephone without additional
compensation.
BY ORDER OF THE BOARD OF DIRECTORS
George R. Schonath
President and Chief Executive Officer
Pewaukee, Wisconsin
April 5, 2002
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PROXY PROXY
INVESTORSBANCORP, INC.
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 2002
The undersigned hereby appoints George R. Schonath and Susan J. Hauke, or
either of them acting in the absence of the other, with power of substitution,
attorneys and proxies, for and in the name and place of the undersigned, to vote
the number of shares of common stock that the undersigned would be entitled to
vote if then personally present at the annual meeting of the stockholders of
InvestorsBancorp, Inc. to be held at the Country Inn Hotel, 2810 Golf Road,
Waukesha, Wisconsin, on Thursday, May 16, 2002, at 4:00 p.m. local time, or any
adjournments or postponements of the meeting, upon the matters set forth in the
notice of annual meeting and proxy statement (receipt of which is hereby
acknowledged) as designated below, and in their discretion, the proxies are
authorized to vote upon such other business as may come before the meeting.
THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE. IF NO
CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS.
---
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
/\ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED /\
INVESTORSBANCORP, INC. 2002 ANNUAL MEETING
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
1. ELECTION OF TWO CLASS II DIRECTORS: 1 - Donald L. Menefee [ ] FOR all nominees [ ] WITHHOLD AUTHORITY
2 - Terry L. Mather listed to the left (except to vote for all nominees
as specified below). listed to the left.
(Instructions: To withhold authority to vote for any indicated [ ]
nominee, write the number(s) of nominee(s) in the box provided
to the right.)
2. To ratify the selection of Virchoix, Krause & Company, LLP as
independent auditors for the Company in 2002. [ ] FOR [ ] AGAINST [ ] ABSTAIN
Check appropriate box Date ______________
indicate changes below:
Address Change? [ ] Name Change? [ ]
[ ] PLEASE CHECK THE BOX
IF YOU PLAN TO ATTEND
THE MEETING. [ ]
SIGNATURE(S) IN BOX
Please sign exactly as your name(s)
appear. For joint accounts, each owner
should sign. When signing as executor,
administrator, attorney, trustee or
guardian etc., please give your full title.