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
Anchor 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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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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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June 14, 2002
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Anchor BanCorp Wisconsin Inc. The meeting will be held at the Crowne Plaza,
4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July 23, 2002 at 2:00
p.m., Central Time. The matters to be considered by stockholders at the Annual
Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting,
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Anchor BanCorp Wisconsin Inc.
is sincerely appreciated.
Sincerely,
/s/ Douglas J. Timmerman
Douglas J. Timmerman
Chairman of the Board, President
and Chief Executive Officer
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ANCHOR BANCORP WISCONSIN INC.
25 WEST MAIN STREET
MADISON, WISCONSIN 53703
(608) 252-8700
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 23, 2002
---------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Anchor BanCorp Wisconsin Inc. (the "Company") will be held at the
Crowne Plaza, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July
23, 2002 at 2:00 p.m., Central Time, for the following purposes, all of which
are more completely set forth in the accompanying Proxy Statement:
(1) To elect three (3) directors for a three-year term, two (2)
directors for a two-year term, and one (1) director for a one-year term; and in
each case until their successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Ernst &
Young LLP as the Company's independent auditors for the fiscal year ending March
31, 2003; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed June 7, 2002 as the voting record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and at any adjournment thereof. Only those stockholders of record
as of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Anthony Cattelino
J. Anthony Cattelino
Vice President and Secretary
Madison, Wisconsin
June 14, 2002
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YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED, REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. YOU MAY REVOKE ANY PROXY IN WRITING OR IN PERSON
AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
================================================================================
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ANCHOR BANCORP WISCONSIN INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 23, 2002
This Proxy Statement is furnished to holders of common stock, $.10 par
value per share (the "Common Stock"), of Anchor BanCorp Wisconsin Inc. (the
"Company"), the holding company for AnchorBank, fsb (the "Bank"). Proxies are
being solicited on behalf of the Board of Directors of the Company to be used at
the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Crowne Plaza, 4402 E. Washington Avenue, Madison, Wisconsin, on Tuesday, July
23, 2002 at 2:00 p.m., Central Time, and at any adjournment thereof for the
purposes set forth in the Notice of Annual Meeting of Stockholders. This Proxy
Statement is first being mailed to stockholders on or about June 14, 2002.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein; for
ratification of the appointment of Ernst & Young LLP as the Company's auditors
for fiscal 2003; and upon the transaction of such other business as may properly
come before the meeting, in accordance with the best judgment of the persons
appointed as proxies. Any stockholder giving a proxy has the power to revoke it
at any time before it is exercised by (i) filing with the Secretary of the
Company written notice thereof (J. Anthony Cattelino, Vice President and
Secretary, Anchor BanCorp Wisconsin Inc., 25 West Main Street, Madison,
Wisconsin 53703); (ii) submitting a duly-executed proxy bearing a later date; or
(iii) appearing at the Annual Meeting and giving the Secretary notice of his or
her intention to vote in person. Proxies solicited hereby may be exercised only
at the Annual Meeting and any adjournment thereof and will not be used for any
other meeting.
1
VOTING
Only stockholders of record at the close of business on June 7, 2002
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were approximately 25,021,821 shares of Common Stock
issued and outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the Annual
Meeting on all matters properly presented at the meeting.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. The persons receiving the greatest number of votes of the Common
Stock in each class, up to the number of directors to be elected in each class,
shall be elected as directors of the Company. The affirmative vote of a majority
of the total votes cast at the Annual Meeting is required to ratify the
appointment of Ernst & Young LLP as the Company's independent auditors for
fiscal 2003 and to approve any other matter properly submitted to the
stockholders for their consideration at the Annual Meeting.
ABSTENTIONS AND BROKER NON-VOTES
Abstentions (i.e., shares for which authority is withheld to vote for a
matter) are included for purposes of determining the presence of a quorum.
Abstentions will have no effect on the outcome of the voting of the proposals
because directors will be elected by a plurality of the votes cast. Similarly,
abstentions will not be included in the number of votes cast on a matter for the
proposal to ratify the independent auditors and all other matters to be
presented to stockholders at the Annual Meeting.
Proxies relating to "street name" shares (i.e., shares held of record
by brokers or other third party nominees) that are voted by brokers or other
third party nominees on certain matters will be treated as shares present and
voting for purposes of determining the presence or absence of a quorum. "Broker
non-votes" (i.e., proxies submitted by brokers or third party nominees
indicating that such persons have not received instructions from the beneficial
owners or other persons entitled to vote shares as to a matter with respect to
which the brokers or third party nominees do not have discretionary power to
vote under the rules applicable to broker-dealers) will be considered present
for the purpose of establishing a quorum, but will not be treated as shares
entitled to vote on such matters.
The election of directors and the proposal to ratify the appointment of
the independent auditors are considered "discretionary" items upon which
brokerage firms may vote in their discretion on behalf of their clients if such
clients have not furnished voting instructions and, consequently, there will not
be "broker non-votes" at the Annual Meeting.
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ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into three classes which are as equal in number as
possible. Pursuant to the Bylaws of the Company, the number of directors of the
Company is currently set at eleven, divided into classes of four, four and three
directors each. One class is elected each year to serve for a term of three
years, and in each case until their respective successors are elected and
qualified.
Directors of the Company who are not eligible for nor subject to
nomination and are not related to a nominee act as a Nominating Committee for
the selection of nominees for election as directors of the Company. The
Nominating Committee met one time during the fiscal year ended March 31, 2002.
Six directors are to be elected at the Annual Meeting. Richard A.
Bergstrom, Donald D. Parker, Pat Richter, and James D. Smessaert are current
directors of the Company. David L. Omachinski and Mark D. Timmerman are current
directors of the Bank. No nominee for director is related to any other director
or executive officer of the Company by blood, marriage or adoption, other than
Mark D. Timmerman who is the son of Douglas J. Timmerman.
The remaining five directors will continue to serve in accordance with
their previous elections.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the six nominees for director
listed below. If any person named as nominee should be unable or unwilling to
stand for election at the time of the Annual Meeting, the proxies will vote for
any replacement nominee or nominees recommended by the Board of Directors. At
this time, the Board of Directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
3
NOMINEES FOR DIRECTOR FOR THREE YEAR TERMS EXPIRING IN 2005
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Richard A. Bergstrom 52 Director; President of Bergstrom Corporation. 1999
Donald D. Parker 63 Director; Former Officer, Director and Chairman of 1999
the Board of FCB Financial Corp. and Fox Cities
Bank, F.S.B.
James D. Smessaert 64 Director, Former Officer, Director and Chairman of 2002
the Board of Ledger Capital Corp. and Ledger Bank,
S.S.B.
NOMINEES FOR DIRECTOR FOR A TWO YEAR TERM EXPIRING IN 2004
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
David L. Omachinski 50 Vice President-Finance, Chief Financial Officer & -
Treasurer of Oshkosh B'Gosh, Director of the Bank;
Member American Institute of Certified Public
Accountants.
Pat Richter 60 Director; Athletic Director of the University of 1990
Wisconsin -- Madison
NOMINEE FOR DIRECTOR FOR ONE YEAR TERM EXPIRING IN 2003
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Mark D. Timmerman 34 Assistant Secretary and General Counsel of the -
Company; Vice President, Secretary, General Counsel
of the Bank; Director of the Bank; Licensed Attorney
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
NOMINEES FOR DIRECTOR.
4
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH TERMS EXPIRING IN 2003
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Holly Cremer Berkenstadt 46 Director; CEO and Director of Wisconsin Cheeseman, 1994
Inc., a direct food and gift company located in Sun
Prairie, Wisconsin.
Donald D. Kropidlowksi 60 Director; formerly Senior Vice President of the Bank 1995
from July 1995 until August 2001; former Director,
President and Chief Executive Officer of American
Equity Bancorp and American Equity Bank of Stevens
Point.
Bruce A. Robertson 78 Director; formerly Vice President of the Bank from 1987
October 1987 until December 1989; prior thereto
Chairman, President and Chief Executive Officer of
Columbus Federal Savings and Loan Association until
that Association merged with and into the Bank in
September 1987.
DIRECTORS WITH THREE YEAR TERMS EXPIRING IN 2004
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Greg M. Larson 52 Director; Chief Executive Officer and Manager of 1992
CedarTree LLC. Former President and Chief Executive
Officer of Demco, Inc., a direct mail school and
library supply company located in Madison, Wisconsin.
Douglas J. Timmerman 61 Chairman, President and Chief Executive Officer of 1971
the Company and the Bank; has served in various
management positions with the Bank prior to his
appointment as President in May 1983 and Chief
Executive Officer in May 1985.
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(1) Includes service as director of the Bank.
5
(2) STOCKHOLDER NOMINATIONS
Article IV, Section 4.14 of the Company's Bylaws governs nominations
for election to the Board of Directors and requires all such nominations, other
than those made by the Board, to be made at a meeting of stockholders called for
the election of directors, and only by a stockholder who has complied with the
notice provisions in that section. Stockholder nominations must be made pursuant
to timely notice in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company not later than (i) 60 days prior to
the anniversary date of the mailing of proxy materials by the Company for the
immediately preceding annual meeting, and (ii) with respect to an election to be
held at a special meeting of stockholders for the election of directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders. Each written notice of a stockholder
nomination shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated; (b)
a representation that the stockholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings between the stockholder
and each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholder; (d) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a director of the Company if so elected.
The presiding officer of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedures. The Company did
not receive any stockholder nominations for director in connection with the
upcoming Annual Meeting.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held on a
quarterly basis. The Board of Directors of the Company held a total of four
regular meetings during the fiscal year ended March 31, 2002. No incumbent
director attended fewer than 75% of the aggregate total number of meetings of
the Board of Directors held during the fiscal year ended March 31, 2002 and the
total number of meetings held by all committees on which he or she served during
such year.
The Compensation Committee of the Board of Directors determines
compensation for executive officers. The members of this committee, which met
two times during the fiscal year ended March 31, 2002, are Messrs. Greg M.
Larson, Pat Richter, and Bruce A. Robertson. No member of the Compensation
Committee is a current or former officer or employee of the Company or any of
its subsidiaries. The report of the Compensation Committee with respect to
compensation for the Chief Executive Officer and all other executive officers
for the fiscal year ended March 31, 2002 is set forth below under "Executive
Compensation--Report of the Compensation Committee."
Directors of the Company who are not eligible for nor subject to
nomination and are not related to a nominee act as a Nominating Committee for
the selection of nominees for election as directors of the Company. The
Nominating Committee met one time during the fiscal year ended March 31, 2002.
The Board of Directors has established an Audit Committee which reviews
the records and affairs of the Company to determine its financial condition,
reviews with management and the independent auditors the systems of internal
control, and monitors the Company's adherence in accounting and financial
reporting to generally accepted accounting principles. The members of this
committee, which met once during the fiscal year ended March 31, 2002, are Ms.
6
Berkenstadt and Messrs. Larson and Parker. Each of the current members of the
Audit Committee is "independent" as defined by the listing standards of the
Nasdaq Stock Market. The Audit Committee operates under a written charter
approved by the Board.
REPORT OF AUDIT COMMITTEE
In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in the Annual Report with management,
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements. In addition, the Audit
Committee reviewed with the independent auditors their judgments as to the
quality, not just the acceptability, of the Company's accounting principles and
such other matters as are required to be discussed with the committee under
generally accepted auditing standards. Further, the Audit Committee has
discussed with the independent auditors the auditors' independence from
management and the Company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the independent auditors' independence.
The Audit Committee discussed with the Company's internal and
independent auditors the overall scope and plans for their respective audits.
The Audit Committee meets with the internal and independent auditors, with and
without management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.
The Company's independent auditors, Ernst & Young LLP ("Ernst &
Young"), are responsible for auditing the Company's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles. The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not experts in the fields of
auditing or accounting, including the area of auditor independence. Members of
the Audit Committee rely without independent verification on the information
provided to them and on the representations made by management and Ernst &
Young. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations.
Based upon the Audit Committee's discussions with management and Ernst
& Young and the Audit Committee's review of the representations of management
and Ernst & Young, the Audit Committee recommended to the Board of Directors,
and the Board of Directors has approved, that the audited consolidated financial
statements be included in the Annual Report on Form 10-K for the year ended
March 31, 2002, for filing with the Securities and Exchange Commission.
May 23, 2002
AUDIT COMMITTEE
Holly Cremer Berkenstadt
Greg M. Larson
Donald D. Parker
7
The foregoing Report of Audit Committee shall not be deemed to be
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or under
the Exchange Act, except to the extent the Company specifically incorporates
this information by reference, and shall not otherwise be deemed filed under
such Acts.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to the
executive officers of the Company and the Bank who are not directors.
J. Anthony Cattelino (age 59). Mr. Cattelino currently serves as Vice
President and Secretary of the Company and as Senior Vice President - Marketing
and Retail Administration for the Bank. He is responsible for the branch
network, deposit acquisition, consumer lending, marketing and retail operations.
Mr. Cattelino joined the Company in 1974 as Director of Marketing, was promoted
to Vice President of Marketing in 1976 and to his current position in 1985. Mr.
Cattelino is on the Board of Directors of Anchor Investment Services, Inc. and
the Mendota Gridiron Club.
Michael W. Helser (age 57). Mr. Helser is currently Treasurer and Chief
Financial Officer of the Company and Senior Vice President - Finance and Chief
Financial Officer of the Bank. Mr. Helser joined the Company in 1974 as Internal
Auditor, was promoted to Vice President - Finance in 1979 and to his current
position in 1985. Prior to joining the Company, Mr. Helser was a Senior
Accountant with the public accounting firm of Ernst & Young LLP, Milwaukee,
Wisconsin. Mr. Helser is a certified public accountant.
Donald F. Bertucci (age 52). Mr. Bertucci is currently First Vice
President -- Residential Lending of the Bank and is responsible for one-to-four
family residential lending. He joined the Bank in 1972 and previously served as
Branch Manager, Mortgage Division Coordinator and Commercial Real Estate Loan
Officer. In 1984 he was appointed Vice President, and he assumed his present
position as First Vice President -- Residential Lending in June of 1996. Mr.
Bertucci is a member of the Madison Board of Realtors and the Madison Area
Mortgage Bankers Association and is a licensed real estate broker.
Daniel K. Nichols (age 46). Mr. Nichols is currently First Vice
President-Commercial Lending of the Bank and is responsible for commercial
lending, commercial real estate, credit and quality control. He joined the Bank
in 1985 to start up the Commercial Lending Department. In 1990 he was promoted
to Vice President and became responsible for commercial lending and commercial
real estate. He assumed his present position as First Vice President in June of
1996. Mr. Nichols holds both a BBA and MBA in finance from the University of
Wisconsin-Madison. He is a Board member of the Weinert program at the University
of Wisconsin and is also on the Board of Directors of the Easter Seal Society.
Ronald R. Osterholz (age 53). Mr. Osterholz is currently Vice President
- - Human Resources of the Bank. Mr. Osterholz joined the Bank in 1973 and
previously served as Savings Officer, Branch Manager and Branch Coordinator. In
1981, he was named Assistant Vice President and in 1985 was appointed to his
current position. Mr. Osterholz is active in the University of Wisconsin Alumni
Association functions, is on the Board of the University of Platteville
Foundation and is in various civic organizations and clubs.
8
David L. Weimert (age 51). Mr. Weimert is currently First Vice
President -- Lending Administration. Mr. Weimert joined the Bank in 1991 and has
extensive experience in the financial services industry. He has served in
various management capacities at savings associations, mortgage banking
companies and commercial banks. Mr. Weimert served as President of Community
Savings and Loan Association, Fond du Lac, Wisconsin from 1987 to 1990 and
President of Investors Mortgage Service Company, Burbank, California, from 1985
to 1987.
9
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons or
entities, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), who or which were
known to the Company to be the beneficial owners of more than 5% of the issued
and outstanding Common Stock, (ii) the directors and director nominees of the
Company, (iii) certain executive officers of the Company who are named in the
Summary Compensation Table below, and (iv) all directors and executive officers
of the Company and the Bank as a group.
Common Stock Beneficially Owned
As
of June 7, 2002 (1)
--------------------------------------------------------
Name of Beneficial Owner No. of Shares %
- ----------------------------------------------------------- -------------------------- -----------------------------
Anchor BanCorp Wisconsin Inc. 1,364,758 (2) 5.13%
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin
Directors and nominees:
Holly Cremer Berkenstadt 94,000 (3) *
Richard A. Bergstrom 91,475 (4) *
Donald D. Kropidlowski 106,603 (5) *
Greg M. Larson 60,210 (6) *
David L. Omachinski 29,911 (7) *
Donald D. Parker 168,604 (8) *
Pat Richter 103,748 (9) *
Bruce A. Robertson 107,796 (10) *
James D. Smessaert 269,464 (11) 1.01
Douglas J. Timmerman 1,670,194 (12) 6.28
Mark D. Timmerman 217,516 (13) *
Executive officers who are not directors and who are named in the Summary
Compensation Table:
J. Anthony Cattelino 268,816 (14) 1.01
Michael W. Helser 269,707 (15) 1.01
Donald F. Bertucci, Jr. 103,670 (16) *
Daniel K. Nichols 119,480 (17) *
All directors and executive officers 3,998,886 (18) 15.06
of the Company and the Bank as a
group (18 persons)
- ----------
* Represents less than 1% of the outstanding Common Stock beneficially owned.
10
(1) For purposes of this table, pursuant to rules promulgated under the
Exchange Act, an individual is considered to beneficially own shares of
Common Stock if he or she directly or indirectly has or shares (1)
voting power, which includes the power to vote or to direct the voting
of the shares; or (2) investment power, which includes the power to
dispose or direct the disposition of the shares. Unless otherwise
indicated, a director has sole voting power and sole investment power
with respect to the indicated shares. Shares that are subject to stock
options which are exercisable within 60 days of the Voting Record Date
by an individual or group is deemed to be outstanding for the purpose
of computing the percentages of Common Stock beneficially owned by the
respective individual or group.
(2) The Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Trust
("Trust") was established pursuant to the Anchor BanCorp Wisconsin Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and the trustees. The current trustees are: Ronald R.
Osterholz, Vice President - Human Resources of the Bank, and Mark D.
Timmerman, Vice President, Secretary, and General Counsel of the Bank.
As of the Voting Record Date, all shares held in the Trust have been
allocated to the accounts of participating employees. Under the terms
of the ESOP, the Trustees must vote all allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. Allocated shares for which employees do not give
instructions will be voted in the same ratio on any matter as those
shares for which instructions are given.
(3) Includes 75,900 shares which may be acquired pursuant to the exercise
of stock options exercisable within 60 days of the Voting Record Date,
and 1,100 shares held by Ms. Berkenstadt's children, which Ms.
Berkenstadt may be deemed to beneficially own.
(4) Includes 28,550 shares held jointly with Mr. Bergstrom's wife, with
whom voting and dispositive power is shared, 39,531 shares held by Mr.
Bergstrom's children, which may be deemed to be beneficially owned by
Mr. Bergstrom, and 23,394 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
(5) Includes 88,348 shares held jointly with Mr. Kropidlowski's wife, with
whom voting and dispositive power is shared, 2,220 shares held by Mr.
Kropidlowski's wife, which may be deemed to be beneficially owned by
Mr. Kropidlowski, 16,035 shares held in the ESOP allocated to Mr.
Kropidlowski's account.
(6) Includes 48,210 shares held jointly with Mr. Larson's wife, with whom
voting and dispositive power is shared and 12,000 shares which may be
acquired pursuant to the exercise of stock options which are
exercisable within 60 days of the Voting Record Date.
(7) Includes 9,150 shares held jointly with Mr. Omachinski's wife, with
whom voting and dispositive power is shared and 20,761 shares which may
be acquired pursuant to the exercise of stock options which are
exercisable within 60 days of the Voting Record Date.
(8) Includes 66,070 shares held jointly with Mr. Parker's wife, with whom
voting and dispositive power is shared, 79,907 shares held in a living
trust for the benefit of Mr. Parker and his wife, 3,756 shares held by
Mr. Parker's wife which may be deemed to be beneficially owned by Mr.
Parker, 6,126 shares held in the Company's Retirement Plan allocated to
Mr. Parker's account, and 12,745 shares which may be acquired pursuant
to the exercise of stock options which are exercisable within 60 days
of the Voting Record Date.
11
(9) Includes 37,700 shares owned jointly with Mr. Richter's wife, with whom
voting and dispositive power is shared, 2,048 shares owned by Mr.
Richter's wife, which Mr. Richter may be deemed to beneficially own,
and 64,000 shares which may be acquired pursuant to the exercise of
stock options which are exercisable within 60 days of the Voting Record
Date.
(10) Includes 17,548 shares owned by Mr. Robertson's wife, which may be
deemed to be beneficially owned by Mr. Robertson, and 64,000 shares
which may be acquired pursuant to the exercise of stock options which
are exercisable within 60 days of the Voting Record Date.
(11) Includes 239,124 shares held jointly with Mr. Smessaert's wife, with
whom voting and dispositive power is shared, and 6,886 shares held in a
living trust for the benefit of Mr. Smessaert and his wife.
(12) Includes 673,561 shares held in a living trust for the benefit of Mr.
Timmerman and his wife, 134,744 shares held in the Company's Retirement
Plan allocated to Mr. Timmerman's account, 30,549 shares held in the
ESOP allocated to Mr. Timmerman's account, 3,000 restricted shares
granted pursuant to the Company's Management Recognition Plans and
828,340 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date. Does not
include 541,682 shares of Common Stock held by a rabbi trust
established by the Bank to fund certain benefits to be paid to Mr.
Timmerman pursuant to a deferred compensation agreement entered into
between the Bank and Mr. Timmerman, a Supplement Executive Retirement
Plan and an Excess Benefit Plan; Mr. Timmerman does not possess voting
or investment power with respect to such shares. See "Executive
Compensation - Deferred Compensation Agreement" and "Executive
Compensation - Supplemental Executive Retirement Plan and Excess
Benefit Plan."
(13) Includes 50,346 shares held jointly with Mr. M. Timmerman's wife, with
whom voting and dispositive power is shared, 2,172 shares held in the
Company's Retirement Plan allocated to Mr. M. Timmerman's account,
5,528 shares held in the ESOP allocated to Mr. M. Timmerman's account,
5,600 restricted shares granted pursuant to the Company's Management
Recognition Plans and 153,870 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date.
(14) Includes 150,570 shares held in a living trust for the benefit of Mr.
Cattelino and his wife, 1,160 shares owned by Mr. Cattelino's wife and
6,000 shares owned by Mr. Cattelino's children, which Mr. Cattelino may
be deemed to beneficially own, 35,903 shares held in the Company's
Retirement Plan allocated to Mr. Cattelino's account, 26,635 shares
held in the ESOP allocated to Mr. Cattelino's account, and 48,500
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
13,189 shares of Common Stock held by a rabbi trust established by the
Bank to fund certain benefits pursuant to an Excess Benefit Plan; Mr.
Cattelino does not possess voting or investment power with respect to
such shares.
(15) Includes 167,095 shares held in a living trust for the benefit of Mr.
Helser and his wife, 4,000 shares held by Mr. Helser's children, which
Mr. Helser may be deemed to beneficially own, 34,990 shares held in the
Company's Retirement Plan allocated to Mr. Helser's account, 26,622
shares held in the ESOP allocated to Mr. Helser's account, and 37,000
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
12,715 shares of Common Stock held by a rabbi trust established by the
Bank to fund certain benefits pursuant to an Excess Benefit Plan; Mr.
Helser does not possess voting or investment
12
power with respect to such shares. See "Executive Compensation -
Supplemental Executive Retirement Plan and Excess Benefit Plan."
(16) Includes 23,966 shares held jointly with Mr. Bertucci's wife, with whom
voting and dispositive power is shared, and 1,900 shares owned by Mr.
Bertucci's children, which Mr. Bertucci may be deemed to beneficially
own, 9,731 shares held in the Company's Retirement Plan allocated to
Mr. Bertucci's account, 16,184 shares held in the ESOP allocated to Mr.
Bertucci's account, 41 shares in employee stock purchase plan, 3,300
restricted shares granted pursuant to the Company's Management
Recognition Plans and 48,548 shares which may be acquired pursuant to
the exercise of stock options exercisable within 60 days of the Voting
Record Date.
(17) Includes 28,345 shares held jointly with Mr. Nichols' wife, with whom
voting and dispositive power is shared, 26,827 shares held in the
Company's Retirement Plan allocated to Mr. Nichols' account, 15,465
shares held in the ESOP allocated to Mr. Nichols' account, 995 shares
in employee stock purchase plan, 3,300 restricted shares granted
pursuant to the Company's Management Recognition Plans and 44,548
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date.
(18) Includes 269,898 shares held in the Company's Retirement Plan allocated
to the accounts of executive officers, 15,200 restricted shares granted
to executive officers pursuant to the Company's Management Recognition
Plans, for which executive officers possess sole voting power and no
investment power, and 1,556,890 shares which executive officers and
directors as a group may acquire pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date. Does not
include 567,586 shares held by a rabbi trust established by the Bank to
fund certain benefits to be paid to certain executive officers of the
Company. See Notes 12, 14 and 15 above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors,
officers and any persons holding more than 10% of the Common Stock are required
to report their ownership of the Common Stock and any changes in that ownership
to the Securities and Exchange Commission ("Commission") and the Nasdaq Stock
Market by specific dates. Based on representations of its directors and officers
and copies of the reports that they have filed with the Commission and the
Nasdaq Stock Market, the Company believes that all of these filing requirements
were satisfied by the Company's directors and officers during the year ended
March 31, 2002.
13
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Company for services
rendered in all capacities during the last three fiscal years to the Chief
Executive Officer and the four other most highly compensated executive officers
of the Company.
SUMMARY COMPENSATION TABLE
==================================================================================================================
Annual Compensation Long Term Compensation
----------------------------- ----------------------------
Awards
---------------------------- All Other
Name and Fiscal Salary Stock Grants Compensation
Principal Position Year (1)(2) Bonus (3) Options(4) (5)
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Douglas J. Timmerman 2002 $491,246 $150,256 $ 45,600 50,000 $ 39,285
President and Chief 2001 473,750 106,000 45,188 31,870 43,257
Executive Officer 2000 458,750 163,500 69,903 31,870 73,062
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
J. Anthony Cattelino 2002 $138,884 $ 61,789 $ 0 0 $ 11,323
Vice President and 2001 135,825 48,545 3,013 2,500 15,457
Secretary 2000 129,412 58,000 29,900 0 9,814
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Michael W. Helser 2002 $138,884 $ 61,789 $ 0 0 $ 11,323
Treasurer and Chief 2001 135,825 48,545 3,013 2,500 15,457
Financial Officer 2000 129,412 58,000 29,900 0 14,120
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Donald F. Bertucci 2002 $104,550 $ 54,937 $ 0 0 $ 11,167
First Vice President -- 2001 100,500 38,000 4,519 7,500 11,263
Residential Lending 2000 88,259 48,000 123,338 0 7,442
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Daniel K. Nichols 2002 $104,550 $ 62,437 $ 0 4,000 $ 11,167
First Vice President -- 2001 100,500 38,000 7,531 3,000 11,374
Commercial Lending 2000 88,259 58,000 123,338 4,000 7,845
========================== ============= ============== ============== ============== ============= ==============
(1) Includes amounts deferred by the executive officer pursuant to the
Company's Retirement Plan, a defined contribution plan which is
intended to qualify under Section 401(k) of the Internal Revenue Code
of 1986, as amended.
(2) Does not include amounts attributable to miscellaneous benefits
received by executive officers, including the use of automobiles leased
by the Company, payment of club dues and parking privileges. In the
opinion of management of the Company, the costs to the Company of
providing such benefits to any individual executive officer during the
indicated periods did not exceed the lesser of $50,000 or 10% of the
total of annual salary and bonus reported for the individual.
(3) Represents the grant of shares of restricted Common Stock pursuant to
the Company's Management Recognition Plans, which were deemed to have
had the indicated value at the date of grant. The number of shares of
restricted Common Stock held by Messrs. Timmerman, Cattelino, Helser,
Bertucci and Nichols at March 31, 2002 is 3,000, 0, 0, 3,300, and
3,300, respectively. The fair market value of restricted Common Stock
held by Messrs. Timmerman, Cattelino, Helser, Bertucci and Nichols at
March 31, 2002 is $60,090, $0, $0, $66,099 and $66,099, respectively.
The awards vest within six months to two years from the date of grant.
Recipients receive dividends paid on restricted stock prior to vesting.
14
(4) Consists of awards granted pursuant to the Company's stock incentive
plans, which are exercisable at the rate of 33%, 50% or 100% per year
commencing on the date of grant.
(5) In fiscal 2002, consists of amounts allocated or paid by the Company on
behalf of Messrs. Timmerman, Cattelino, Helser, Bertucci and Nichols
pursuant to the Company's ESOP of $6,985, $6,985, $6,985, $6,985 and
$6,985, respectively, and the Company's Retirement Plan of $5,900,
$4,338, $4,338, $4,182 and $4,182, respectively, and the payment of
director's fees to Mr. Timmerman in the amount of $26,400.
STOCK OPTIONS
The following table sets forth certain information concerning
individual grants of stock options pursuant to the Company's stock option plans
awarded to the named executive officers during the year ended March 31, 2002.
OPTION GRANTS IN LAST FISCAL YEAR
====================================================================================================================
Potential Realizable Value
at Assumed Annual Rates
Individual Grants of Stock Price Appreciation
for Option Term(3)
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
Options % of Total Options Exercise Expiration
Name Granted Granted to Employees(1) Price(2) Date 5% 10%
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
Douglas J. Timmerman 50,000 37.9% $ 15.2000 07/24/11 $ 478,000 $ 1,211,000
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
J. Anthony Cattelino 0 0.0% 0.0000 -- 0 0
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
Michael W. Helser 0 0.0% 0.0000 -- 0 0
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
Donald F. Bertucci, Jr. 0 0.0% 0.0000 -- 0 0
- ------------------------- ----------- ----------------------- ------------ ----------- ------------- ---------------
Daniel K. Nichols 4,000 3.0% 15.2000 07/24/11 38,240 96,880
====================================================================================================================
(1) Percentage of options granted to all employees during the fiscal year
ended March 31, 2002.
(2) In all cases the exercise price was based on the fair market value of a
share of Common Stock on the date of grant.
(3) Assumes compounded rates of return for the remaining life of the
options and future stock prices of $24.76 and $39.42 for grants whose
exercise price is $15.20 per share.
15
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's stock option plans by the
named executive officers during the fiscal year ended March 31, 2002 and options
held at March 31, 2002.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
========================== ============= ============ ============================ =================================
Number of Unexercised Value of Unexercised Options at
Shares Options at Year End Year End(1)
Acquired on Value ------------ --------------- --------------- -----------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- ------------- ------------ ------------ --------------- --------------- -----------------
Douglas J. Timmerman 25,000 $338,750 759,218 69,122 $8,412,466 $324,537
- -------------------------- ------------- ------------ ------------ --------------- --------------- -----------------
J. Anthony Cattelino 17,000 106,244 48,500 0 485,424 0
- -------------------------- ------------- ------------ ------------ --------------- --------------- -----------------
Michael W. Helser 24,500 158,738 41,000 0 402,734 0
- -------------------------- ------------- ------------ ------------ --------------- --------------- -----------------
Donald F. Bertucci, Jr. 6,500 78,155 48,548 5,000 463,502 24,838
- -------------------------- ------------- ------------ ------------ --------------- --------------- -----------------
Daniel K. Nichols 5,000 71,180 43,548 7,000 381,827 34,223
========================== ============= ============ ============ =============== =============== =================
(1) Based on a per share market price of $20.03 at March 31, 2002.
The following table sets forth certain information for all equity
compensation plans and individual compensation arrangements (whether with
employees or non-employees, such as directors), in effect as of March 31, 2002.
EQUITY COMPENSATION PLAN INFORMATION
=============================== =========================== ============================ ===========================
Number of Securities
Remaining Available for
Future Issuance Under
Number of Securities to Weighted-Average Exercise Equity Compensation Plans
be Issued Upon Exercise Price of Outstanding (Excluding Securities
of Outstanding Options, Options, Warrants and Reflected in the first
Plan Category Warrants and Rights Rights Column)
- ------------------------------- --------------------------- ---------------------------- ---------------------------
Equity Compensation Plans 1,956,009 $10.39 850,490
Approved By Security Holders
- ------------------------------- --------------------------- ---------------------------- ---------------------------
Equity Compensation Plans Not 0 0.00 0
Approved By Security Holders
- ------------------------------- --------------------------- ---------------------------- ---------------------------
Total 1,956,009 10.39 850,490
=============================== =========================== ============================ ===========================
COMPENSATION OF DIRECTORS
BOARD FEES. Each member of the Board of Directors of the Company is
paid a fee of $1,600 for each regular quarterly Board meeting attended. In
addition, each director of the Bank also is paid a fee of $1,600 for each
regular meeting of the Board of Directors of the Bank attended. Directors of the
Company and the Bank also receive a fee of $400 for each regular committee
meeting of the Board attended and $800 for each special Board meeting attended.
DIRECTORS' DEFERRED COMPENSATION PLAN. The Company and the Bank
maintain plans under which members of their Boards of Directors may elect to
defer receipt of all or a portion of their director's fees. Under the plans, the
Company and the Bank are obligated to repay the deferred fees, semi-annually
over a five year period together with interest at a stated rate, upon the
participating director's resignation from the Board of Directors. During the
year ended March 31, 2002, no director deferred funds pursuant to these deferred
compensation plans.
16
DIRECTORS' STOCK OPTION PLANS. The Company has adopted the 2001 Stock
Option Plan for Non-Employee Directors (the "2001 Directors' Plan") which
provides for the grant of compensatory stock options to non-employee directors
of the Company and the Bank. On July 24, 2001, the date the stockholders of the
Company approved the 2001 Directors' Plan, each director of the Company or the
Bank who is not an employee of the Company or any subsidiary was granted an
option to purchase 10,000 shares of Common Stock. The exercise price of such
options is the fair market value of a share of Common Stock on the date of
grant. Options granted pursuant to the Directors' Plan become vested and
exercisable six months from the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee (the "Committee") of the Board of Directors
is responsible for developing compensation guidelines reflected in the
compensation program offered to the executive officers of the Company and Bank.
The members of the Committee of both the Company and Bank are
identical. No member of the Committee is a current or former employee of the
Company or any subsidiary.
Officers of the Company are not separately compensated for their
service in such capacity and are paid only for their service as officers of the
Bank. An affiliated interest agreement exists between the Company and Bank,
which seeks to fairly reimburse the Bank for activities of any officer or
employee on behalf of the Company. The agreement is reviewed annually by both
regulators and auditors.
REPORT OF THE COMPENSATION COMMITTEE
Under rules established by the Securities and Exchange Commission (the
"Commission"), the Company is required to provide certain data and information
in regard to the compensation and benefits provided to the Company's Chief
Executive Officer and other executive officers of the Company. The disclosure
requirements for the Chief Executive Officer and other executive officers
include the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting those individuals. In fulfillment of this requirement, the Committee
has prepared the following report for inclusion in this proxy statement.
The Committee of the Board of Directors is responsible for developing
overall compensation guidelines utilized in the compensation program provided to
the executive officers of the Company and Bank. In addition to compensation and
benefits, the Committee of the Company also has exclusive jurisdiction over the
administration of all Stock Option Plans and/or Management Recognition Plans.
This oversight extends to any grants or awards made during the year. During the
2002 fiscal year, the Committee met two (2) times.
GENERAL COMPENSATION POLICIES
In determining the broad general salary and benefit policies and
procedures, the Committee uses outside consultants, market studies, and
published compensation data to review competitive rates of pay, to establish
salary ranges, and to arrive at base salary and bonus pay levels. The
compensation survey information is drawn from both national and regional
financial research organizations that report compensation practices and salary
levels for executive positions at comparable size financial institutions,
specifically thrifts and community banks.
With respect to the Company's officers other than the President, the Committee
considered salary and bonus recommendations prepared by the President or other
executive officers to determine fiscal 2002 compensation. The Committee's
objective is to offer
17
ocompetitive compensation programs in order to attract and retain those key
officers who are crucial to the long-term success of the Company and the Bank.
In general, the Committee designed a compensation package in which a
significant portion of the compensation paid to senior management be
incentive-based. Those individuals have more control and influence over the
direction and performance of the Company and the Bank. In this way, a direct
link is established between executive compensation and annual, as well as
long-term, performance of the Company and the Bank. Integration of all decisions
regarding stock options and/or restricted stock grants insures the Committee
that the compensation package is viewed in its entirety on an annual basis.
Following review and approval by the Committee, all issues pertaining
to executive compensation are submitted to the full Board of Directors for their
approval.
EXECUTIVE COMPENSATION
The compensation package offered executive officers of the Company and
the Bank incorporates the Committee's desire to mix and balance various
components such as salary, short- and long-term incentives, stock options and
restricted stock, as well as benefits available under the various employee
plans.
The Committee closely monitors those elements believed to enhance
shareholder value. Included in that analysis are such items as the absolute
level of profits, earnings per share (EPS), return on average equity (ROE),
return on average assets (ROA), operational efficiency (efficiency ratio) as
well as the attainment of personal or unit goals. Of all the financial
statistics evaluated, return on average equity is considered most important.
The Committee utilizes a peer group (as designed by an outside
consultant) which includes investor-owned midwestern thrifts, savings banks, and
commercial banks of similar size, organizational complexity, geographic
location, and structure. It is the sole discretion of the Committee as to the
interpretation of, or weight, given to each performance measure and its
translation into short-term awards. The Committee recognizes that, through
consolidation, the peer group does change in its absolute makeup. The Committee
authorizes all new peer group members as these changes occur. The Committee is
highly desirous of causing the short-term incentive plan to be consistent in its
application from year to year. The Committee continues to be pleased with its
effectiveness in motivating senior management.
Stock option grants, with deferred vesting, provide the basis for a
long-term incentive program. The objective of these options is to create a link
between executive compensation and long-term Company performance. In determining
the appropriate level of stock-based allotments, the Committee considers the
Executive's contribution toward Company and Bank performance. To encourage
growth in shareholder value, stock options are granted to key management
personnel who are in a position and have the responsibility to make a
substantial contribution to the long-term success of the Company. The Committee
believes this focuses attention on managing the Company from the perspective of
an owner with an equity stake in the business. While the Committee has not
required senior officers to hold specified amounts of Company stock, they are
encouraged to do so. During the past year, modest amounts of bonus compensation
were targeted as an incentive for senior officers to increase their ownership of
the Company's stock.
18
The Committee granted stock options to the executive management group
as well as other non-executive officers during fiscal 2002. The executive
management group is comprised of Messrs. D. Timmerman, Cattelino, Helser,
Bertucci, Nichols, Osterholz and M. Timmerman. Mr. D. Timmerman received a grant
of 50,000 options; a total of 128,000 options were granted to all executive
management and other non-executive officers. In addition, Management Recognition
Plan (MRP) shares were awarded to D. Timmerman in the amount of 3,000. In the
case of the stock option grants, the value of the option will be completely
dependent on the future market value of the common stock.
The Committee's policy with respect to other employee benefit plans is
to provide competitive benefits to employees of the Company and the Bank,
including executive officers. A competitive comprehensive benefit program is
essential to achieving the goal of retaining and attracting highly qualified
employees.
Under Section 162(m) of the Internal Revenue Code, as amended, the tax
deduction by corporate taxpayers is limited with respect to the compensation of
certain executive officers above specified limits unless such compensation is
based upon performance objectives meeting certain regulatory criteria or is
otherwise excluded from the limitation. Based upon current compensation levels
and the Committee's commitment to link compensation with performance as
described in this report, the Committee currently intends to qualify
compensation paid to the executive officers of the Company and the Bank for
deductibility by the Company under Section 162(m) of the Internal Revenue Code.
CHIEF EXECUTIVE OFFICER COMPENSATION
The compensation paid for fiscal 2002 to the Chief Executive Officer of
the Company and the Bank, Douglas Timmerman, reflects the considered judgment of
the Committee embracing the policy and process described previously.
Mr. Timmerman's base salary was $491,246 for fiscal 2002. This is an
increase of 3.69% over fiscal 2001. In determining the Chief Executive Officer's
fiscal 2002 salary, the Committee continued to consider salaries offered by
investor owned savings institutions and banks nationwide, as well as the
consultant study referred to previously. The Bank's assets grew more than 12%.
Cash dividends were increased by 10% to $.33 per share annually. Total assets
continued to grow and were in excess of $3.5 billion at March 31, 2002. The
Company successfully integrated Ledger Capital Corp. into its operations. In
establishing the Chief Executive Officer's salary, the Committee also considered
Mr. Timmerman's contribution in controlling the Bank's operating expenses, and
his contribution to the community through his involvement with various
charitable and civic groups.
Taking note of the Company's achievements during the year, Mr.
Timmerman was granted an incentive award of $150,256 (30.59% of salary). The
bonus was contingent upon the achievement of goals and targets as determined by
the Committee. In addition to the MRP shares previously noted, 5,000 shares of
Company stock were allocated to the Deferred Compensation Trust for his account
as part of his payout under the short-term incentive plan.
Dated May 23, 2002.
Respectfully submitted:
Greg M. Larson, Director
Pat Richter, Director
Bruce A. Robertson, Director
19
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a five-year measurement period since March 31, 1997 with (i)
the yearly cumulative total return on the stocks included in the Nasdaq Stock
Market Index (for United States companies) and (ii) the yearly cumulative total
return on the stocks included in the Media General Peer Group Index. All of
these cumulative returns are computed assuming the reinvestment of dividends at
the frequency with which dividends were paid during the applicable years.
LEGEND
* Anchor BanCorp Wisconsin Inc.
- Media General Peer Group Index
o Nasdaq Stock Market (U.S.)
3/31/97 3/31/98 3/31/99 3/31/00 3/31/01 3/31/02
100.00 201.11 141.84 148.73 132.53 195.14
100.00 166.51 135.21 104.17 172.80 197.24
100.00 151.12 197.49 363.67 149.68 151.55
20
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Bank (collectively the "Employers") have entered
into employment agreements with Messrs. Douglas Timmerman, Cattelino and Helser
pursuant to which the Employers agreed to employ these persons in their current
positions for a term of three years, two years and two years, respectively, at
their current salaries of $510,000, $141,985 and $141,985, respectively. On an
annual basis, the Board of Directors of the Employers may extend the employment
term for an additional year, following an explicit review by such Boards of
Directors of the officer's employment under the employment agreement. The
officer shall have no right to compensation or other benefits pursuant to the
employment agreement for any period after voluntary termination or termination
by the Employers for cause, retirement or death. In the event that the officer's
employment is terminated due to disability, as defined, he shall be paid 100% of
his salary at the time of termination for a period of one year after termination
and thereafter an annual amount equal to 75% of such salary for any remaining
portion of the employment term, which amounts shall be offset by payments
received from any disability plans of the Employers and/or any governmental
social security or workers compensation program. In the event that, prior to a
Change in Control, as defined, (i) the officer terminates his employment because
of failure of the Employers to comply with any material provision of the
employment agreement or (ii) the employment agreement is terminated by the
Employers other than for cause, disability, retirement or death, the officer
shall be entitled to (i) severance payments for a 36-month period in the case of
Mr. Timmerman, and a 24-month period in the case of Messrs. Cattelino and
Helser, which payments shall be based on the highest rate of base salary of the
officer during the three years preceding the termination of employment, and (ii)
continued participation in all group insurance, life insurance, health and
accident, disability and other employee benefit plans in which the officer was
entitled to participate immediately prior to termination (other than retirement,
deferred compensation and stock compensation plans) until the earlier of
expiration of the applicable severance period and the officer's obtainment of
full time employment by another employer which provides substantially similar
employee benefits at no cost to the officer. In the event that the officer's
employment is terminated by either of the Employers other than for cause,
disability, retirement or death following a Change in Control, or the officer
terminates his employment under such circumstances because certain adverse
actions are taken by the Employers with respect to the officer's employment
during the 24-month period and 12-month period following a Change in Control in
the case of Mr. Timmerman and Messrs. Cattelino and Helser, respectively, the
officer would be entitled to (i) severance payments for a 36-month period in the
case of Mr. Timmerman and a 24-month period in the case of Messrs. Cattelino and
Helser, which payments shall be based on the highest rate of base salary of the
officer during the three years preceding the termination of employment plus the
total bonus and incentive compensation paid to or vested in the officer on the
basis of his most recently completed calendar year of employment, (ii) the
benefits specified in clause (ii) in the immediately preceding sentence for the
applicable severance period and (iii) supplemental benefits under the retirement
and deferred compensation plans and individual insurance policies maintained by
the Employers, determined as if the officer had accumulated the additional years
of credited service thereunder that he would have received had he continued in
the employment of the Bank during the applicable severance period at the annual
compensation level represented by his severance pay. A Change in Control is
defined in the employment agreements to include any change in control of the
Company or the Bank that would be required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more of
the outstanding voting securities of the Company or the Bank and (ii) a change
in a majority of the directors of the Company during any two-year period without
the approval of at least two-thirds of the persons who were directors of the
Company at the beginning of such period.
21
The Company and the Bank also have entered into severance agreements
with Messrs. Osterholz, Weimert, Bertucci, Nichols and Mark Timmerman. Pursuant
to these agreements, an officer would receive specified benefits in the event
that his employment was terminated by either of the Employers other than for
cause, disability, retirement or death following a Change in Control, as defined
above, or the officer terminated his employment under such circumstances because
certain adverse actions were taken by the Employers with respect to the
officer's employment. The benefits payable under such circumstances consist of
(i) severance payments for a 12-month period or, at the officer's option, a
single cash payment in an amount equal to the amount that would have been paid
over the severance period, (ii) continued participation in all group insurance,
life insurance, health and accident, disability and other employee benefit plans
in which the officer was entitled to participate immediately prior to
termination (other than retirement, deferred compensation or stock compensation
plans of the Employers) until the earlier of expiration of the 12-month
severance period and the officer's obtainment of full-time employment by another
employer which provides substantially similar benefits at no cost to the officer
and (iii) supplemental benefits under the retirement and deferred compensation
plans and individual insurance policies maintained by the Employers, determined
as if the officer had accumulated the additional years of credited service
thereunder that he would have received had he continued in the employment of the
Bank during the applicable severance period at the annual compensation level
represented by his severance pay. The aggregate amounts to be received under the
severance agreements range from $101,410 to $112,200.
The employment agreements and the severance agreements provide that, in
the event that any of the payments to be made thereunder or otherwise upon
termination of employment are deemed to constitute "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code, then such
payments and benefits received thereunder shall be reduced, in the manner
determined by the officer, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits being non-deductible by the
Employers for federal income tax purposes. Excess parachute payments generally
are payments in excess of three times the recipient's average annual
compensation from the employer includable in the recipient's gross income during
the most recent five taxable years ending before the date on which a change in
control of the employer occurred ("base amount"). Recipients of excess parachute
payments are subject to a 20% excise tax on the amount by which such payments
exceed the base amount, in addition to regular income taxes, and payments in
excess of the base amount are not deductible by the employer as compensation
expense for federal income tax purposes.
DEFERRED COMPENSATION AGREEMENT
In December 1986, the Bank and Mr. Douglas Timmerman entered into a
deferred compensation agreement pursuant to which the Bank agreed to pay Mr.
Timmerman or his beneficiary the sum of $300,000 over ten years upon his
retirement, death, disability, termination without his consent, or termination
for health reasons. This agreement was amended in July 1992 to provide that the
amount to be distributed thereunder shall be paid in shares of Common Stock
based on the then-existing value of the amount of Common Stock, including
fractional shares, which could be purchased in the initial public offering of
Common Stock by the Company with $300,000 (regardless whether such shares
actually were purchased in this manner). The Bank funded the payment of shares
under the deferred compensation agreement by initially contributing $300,000
(which it previously had expensed for financial statement reporting purposes)
and an additional $90,000 to a rabbi trust (the "Trust") which purchased 30,000
shares of Common Stock in the open market following consummation of the initial
public offering. In July 2001, the Company contributed 5,000 shares of Common
Stock for the benefit of Mr. Timmerman. The shares of Common Stock held in the
Trust are voted by an independent trustee prior to distribution to Mr. Timmerman
in accordance with the terms of the deferred compensation agreement.
22
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND EXCESS BENEFIT PLAN
In fiscal 1994, the Bank adopted a Supplemental Executive Retirement
Plan ("SERP") in order to supplement the retirement benefits of Mr. Douglas
Timmerman, and any other officers of the Bank who may be designated pursuant to
the SERP, to be received pursuant to the Company's Retirement Plan and the ESOP.
Under the SERP, upon retirement from the Company or the Bank at or after the
participant's normal retirement date of age 62, a participant shall be entitled
to receive an annual retirement benefit equal to the product of (i) 60% of the
participant's final average earnings and (ii) a factor, no greater than one, the
numerator of which is the participant's years of service and the denominator of
which is 15 (the "accrued benefit"). A participant who, with the consent of the
administering committee, retires after the early retirement date of age 55 but
prior to the normal retirement date is entitled to receive an annual benefit
equal to the vested amount of his or her accrued benefit as of the retirement
date, as defined in the SERP, reduced by a factor of .25% for each full month by
which the date of retirement precedes the participant's normal retirement date.
"Final average earnings" is defined in the SERP to mean the average of the
highest annual "considered compensation" received by a participant during any
three of the current and preceding five calendar years. The Company does not
believe that "considered compensation," as defined, differs substantially (by
more than 10%) from that set forth in the Summary Compensation Table set forth
above. At March 31, 2002, Mr. Timmerman's final average earnings amounted to
$601,403 and Mr. Timmerman had 24 years of service with the Bank for purposes of
the SERP.
During fiscal 1994, the Bank also adopted an Excess Benefit Plan
("EBP") for the purpose of permitting employees of the Bank who may be
designated pursuant to the EBP to receive certain benefits that the employee
otherwise would be eligible to receive under the Company's Retirement Plan and
ESOP, but for the limitations set forth in Sections 401(a)(17), 402(g) and 415
of the Internal Revenue Code. During fiscal 1994, Mr. Douglas Timmerman was
designated as a participant in the EBP, and during fiscal 1995 Messrs. Helser
and Cattelino were designated as participants in the EBP. Pursuant to the EBP,
during any fiscal year the Bank generally shall permit a participant to defer
the excess of (i) the amount of salary that a participant would have been able
to defer under the Retirement Plan but for limitations in the Internal Revenue
Code over (ii) the actual amount of salary actually deferred by the participant
pursuant to the Retirement Plan (provided that the participant executes a
supplemental deferral agreement at the times and in the manner set forth in the
EBP). The EBP also generally provides that during any fiscal year the Bank shall
make matching contributions on behalf of the participant in an amount equal to
the amount of matching contributions that would have been made by the Bank on
behalf of the participant but for limitations in the Internal Revenue Code, less
the actual amount of matching contributions actually made by the Bank on behalf
of the participant. Finally, the EBP generally provides that during any fiscal
year a participant shall receive a supplemental ESOP allocation in an amount
equal to the amount which would have been allocated to the participant but for
limitations in the Internal Revenue Code, less the amount actually allocated to
the participant pursuant to the ESOP. The supplemental benefits to be received
by a participant pursuant to the EBP shall be credited to an account maintained
pursuant to the EBP within 30 days after the end of each fiscal year.
During fiscal 1994, the Bank also amended the Trust to permit
contributions by the Bank to fund the Bank's obligations under the SERP and the
EBP. In April 2001, the Company amended the EBP to provide that amounts credited
to the participant's account thereunder shall be treated as if they were
actually invested in shares of Common Stock as the sole investment choice.
23
INDEBTEDNESS OF MANAGEMENT
Directors, officers and employees of the Company and its subsidiaries
are permitted to borrow from the Bank in accordance with the requirements of
federal and state law. All loans made by the Bank to directors and executive
officers or their related interests have been 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. It is the belief of management of the Company that at the time of
origination these loans neither involved more than the normal risk of
collectibility nor presented any other unfavorable features. As of March 31,
2002, the Bank had $7.1 million of loans outstanding to directors and executive
officers of the Company and its subsidiaries and their related interests.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL TWO)
The Board of Directors of the Company has appointed Ernst & Young LLP,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending March 31, 2003, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
AUDIT FEES. Ernst & Young billed a total amount of $184,000 for
professional services rendered for the audit of the Company's annual financial
statements as of March 31, 2002, and the reviews of the financial statements
included in the Company's Forms 10-Q for the fiscal year ended March 31, 2002.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. Ernst &
Young did not render any professional services to the Company for information
technology advice during the year ended March 31, 2002.
ALL OTHER FEES. Ernst & Young billed a total amount of $218,100 for all
other professional services rendered during the fiscal year ended March 31,
2002. This amount includes audit-related services of $112,700 and non-audit
related services of $105,400. Audit related services generally include fees for
employee benefit plan audits, accounting consultations, registration statements
and due diligence in connection with an acquisition. Non-audit related services
generally include tax return preparation and tax consultation services.
The Audit Committee considers that the provision of the services
referenced above to the Company is compatible with maintaining independence by
Ernst & Young.
The Company has been advised by Ernst & Young that neither that firm
nor any of its associates has any relationship with the Company or its
subsidiaries other than the usual relationship that exists between independent
auditors and clients. Ernst & Young will have one or more representatives at the
Annual Meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION
OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING MARCH 31, 2003.
24
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in July 2003, must be received at the
principal executive offices of the Company, 25 West Main Street, Madison,
Wisconsin 53703, Attention: J. Anthony Cattelino, Vice President and Secretary,
no later than February 14, 2003. If such proposal is in compliance with all of
the requirements of Rule 14a-8 under the Exchange Act, it will be included in
the proxy statement and set forth on the form of proxy issued for such annual
meeting of stockholders. It is urged that any such proposals be sent certified
mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article II, Section 2.17 of the
Company's Bylaws, which provide that business at an annual meeting of
stockholders must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days prior to the anniversary date of the mailing of
the proxy materials by the Company for the immediately preceding annual meeting.
Stockholder proposals for the company's next annual meeting to be held in July
2003, which are not intended to be included in the company's proxy materials for
such meeting, must be received at the company's executive offices by April 15,
2003. A stockholder's notice must set forth as to each matter the stockholder
proposes to bring before an annual meeting (a) a brief description of the
business desired to be brought before the annual meeting, (b) the name and
address, as they appear on the Company's books, of the stockholder proposing
such business, (c) the class and number of shares of Common Stock of the Company
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business.
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended
March 31, 2002 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
OTHER MATTERS
We are not aware of any business to come before the Annual Meeting
other than those matters described above in this proxy statement. However, if
any other matters should properly come before the annual meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by us. We will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending the proxy materials to the
beneficial owners of the common stock. In addition to solicitations by mail, our
directors, officers and employees may solicit proxies personally or by telephone
without additional compensation.
25
June 14, 2002
To: Participants in the Retirement Plan of AnchorBank, fsb
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct, on a
confidential basis, the manner in which shares of Common Stock of the Company
allocated to your account under the AnchorBank Retirement Plan ("Retirement
Plan") will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Retirement Plan by marking, dating, signing and returning the enclosed
voting instruction ballot to State Street Trust, the Trustee of the Retirement
Plan (the "Trustee"), in the accompanying envelope. Your voting instructions
will remain completely confidential. Only representatives of the Trustee, who
will tabulate the voting instructions, will have access to your ballots. The
Trustee will certify the totals to the Company for the purpose of having those
shares voted. No person associated with the Company or the Bank will see the
individual voting instructions.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Retirement Plan
are not received, the shares allocated to your account will be voted by the
Trustee. While I hope that you will vote in the manner recommended by the Board
of Directors, the most important thing is that you vote in whatever manner you
deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
allocated to your account under the Retirement Plan. You will receive other
voting materials for those shares owned by you individually and not under the
Retirement Plan.
Sincerely,
Douglas J. Timmerman
President
sgb
June 14, 2002
To: Participants in the Anchor BanCorp Wisconsin Inc. Employee Stock
Ownership Plan
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of Common Stock of the Company allocated to your account
under the Anchor BanCorp Wisconsin Inc. Employee Stock Ownership Plan ("ESOP")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
shares allocated to your account, and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the ESOP by marking, dating, signing and returning the enclosed voting
instruction ballot to the Administrators of the ESOP in the accompanying
envelope. The ESOP Administrators will certify the totals to the Company for the
purpose of having those shares voted by the Trustees of the ESOP.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted by the Trustees in
the same ratio on each matter for which instructions for allocated shares are
received from all participants. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares which have been
allocated to your account under the ESOP. You will receive other voting
materials for those shares owned by you individually and not under the ESOP.
Sincerely,
Douglas J. Timmerman
President
sgb
June 14, 2002
To: Persons Granted Restricted Stock Under the Management Recognition Plans
of Anchor BanCorp Wisconsin Inc.
As described in the attached materials, your proxy as a stockholder of Anchor
BanCorp Wisconsin Inc. (the "Company") is being solicited in connection with the
proposals to be considered at the Company's upcoming Annual Meeting of
Stockholders. We hope you will take advantage of the opportunity to direct the
manner in which shares of restricted Common Stock of the Company granted to you
pursuant to the Company's Management Recognition Plans ("Recognition Plans")
will be voted.
Enclosed with this letter is the Proxy Statement which describes the matters to
be voted upon, a voting instruction ballot, which will permit you to vote the
restricted shares granted to you and a postage paid return envelope. After you
have reviewed the Proxy Statement, we urge you to vote your shares held pursuant
to the Recognition Plans by marking, dating, signing and returning the enclosed
voting instruction ballot to the Administrators of the Recognition Plans in the
accompanying envelope. The Plan Administrators will certify the totals to the
Company for the purpose of having those shares voted by the Trustees of the
Recognition Plans.
We urge each of you to vote, as a means of participating in the governance of
the affairs of the Company. If your voting instructions for the Recognition
Plans are not received, the shares granted to you will be voted by the Trustees
of the Recognition Plans. While I hope that you will vote in the manner
recommended by the Board of Directors, the most important thing is that you vote
in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates to those shares that have been
granted to you under the Recognition Plans. You will receive other voting
materials for those shares owned by you individually and not under the
Recognition Plans.
Sincerely,
Douglas J. Timmerman
President
sgb
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs State Street Bank and Trust Company,
the Trustee of the Trust created pursuant to the AnchorBank, fsb 401(k)
Retirement Plan ("Retirement Plan"), to vote the shares of Common Stock of
Anchor BanCorp Wisconsin Inc. (the "Company") which were allocated to my account
as of June 7, 2002, pursuant to the Retirement Plan upon the following proposals
to be presented at the Annual Meeting of Stockholders of the Company to be held
on July 23, 2002.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
- --------------------------------------------------------------------------------
401(K) RETIREMENT PLAN
ANCHOR BANCORP WISCONSIN INC. 2002 ANNUAL MEETING
|--- ---|
| |
1. ELECTION OF DIRECTORS:
(for three-year term) 1 - RICHARD A. BERGSTROM 2 - DONALD D. PARKER |_| FOR all |_| WITHHOLD AUTHORITY
3 - JAMES D. SMESSAERT nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(for two-year term) 4 - DAVID L. OMACHINSKI 5 - PAT RICHTER
(for one-year term) 6 - MARK D. TIMMERMAN
--------------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) -- | |
| |
--------------------------------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's |_| FOR |_| AGAINST |_| ABSTAIN
independent auditors for the fiscal year ending March 31, 2003.
3. In its discretion, the Trustee is authorized to vote upon such other
business as may properly come before the meeting.
- ------------------------------------------------------------------------------------------------------------------------------------
NO. OF SHARES
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? |_| NAME CHANGE? |_| Date _______________________
- ------------------------------------------------------------------------------------------------------------------------------------
SIGNATURE(S) IN BOX
If you return this card properly signed but do not
otherwise specify, shares will be voted FOR
election of the Board of Directors' nominees to
the Board of Directors and FOR Proposal 2. If you
do not return this card, shares will be voted by
the Trustees of the Retirement Plan.
| |
|--- ---|
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANCHOR
BANCORP WISCONSIN INC. ("COMPANY") FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 23, 2002 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of the Company as of June 7, 2002,
hereby authorizes the Board of Directors of the Company or any successors
thereto as proxies with full powers of substitution, to represent the
undersigned at the Annual Meeting of Stockholders of the Company to be held at
the Crowne Plaza, 4402 E. Washington Avenue, Madison, Wisconsin on July 23,
2002, at 2:00 p.m., Central Time, and at any adjournment of said meeting and
thereat to act with respect to all votes that the undersigned would be entitled
to cast, if then personally present, as follows:
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT
OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2, AND OTHERWISE
AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
- --------------------------------------------------------------------------------
ANCHOR BANCORP WISCONSIN INC. 2002 ANNUAL MEETING
|--- ---|
| |
1. ELECTION OF DIRECTORS:
(for three-year term) 1 - RICHARD A. BERGSTROM 2 - DONALD D. PARKER |_| FOR all |_| WITHHOLD AUTHORITY
3 - JAMES D. SMESSAERT nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(for two-year term) 4 - DAVID L. OMACHINSKI 5 - PAT RICHTER
(for one-year term) 6 - MARK D. TIMMERMAN
--------------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) -- | |
| |
--------------------------------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's |_| FOR |_| AGAINST |_| ABSTAIN
independent auditors for the fiscal year ending March 31, 2003.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF SHARES
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? |_| NAME CHANGE? |_| Date _______________________
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE(S) IN BOX
Please sign this exactly as your name(s) appear(s)
on this proxy. When signing in a representative
capacity, please give title. When shares are held
jointly, only one holder need sign.
| |
|--- ---|
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created
pursuant to the Employee Stock Ownership Plan ("ESOP") of Anchor BanCorp
Wisconsin Inc. (the "Company"), to vote the shares of Common Stock of the
Company which were allocated to my account as of June 7, 2002, pursuant to the
ESOP upon the following proposals to be presented at the Annual Meeting of
Stockholders of the Company to be held on July 23, 2002.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE
BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2. SUCH
VOTES ARE HEREBY SOLICITED BY THE BOARD OF DIRECTORS.
PLEASE MARK, SIGN, DATE AND RETURN THIS INSTRUCTION CARD PROMPTLY
\/ DETACH BELOW AND RETURN USING THE ENVELOPE PROVIDED \/
- --------------------------------------------------------------------------------
ESOP
ANCHOR BANCORP WISCONSIN INC. 2002 ANNUAL MEETING
|--- ---|
| |
1. ELECTION OF DIRECTORS:
(for three-year term) 1 - RICHARD A. BERGSTROM 2 - DONALD D. PARKER |_| FOR all |_| WITHHOLD AUTHORITY
3 - JAMES D. SMESSAERT nominees listed to to vote for all
the left (except as nominees listed
specified below). to the left.
(for two-year term) 4 - DAVID L. OMACHINSKI 5 - PAT RICHTER
(for one-year term) 6 - MARK D. TIMMERMAN
--------------------------------------------------
(Instructions: To withhold authority to vote for any indicated nominee, | |
write the number(s) of the nominee(s) in the box provided to the right.) -- | |
| |
--------------------------------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's |_| FOR |_| AGAINST |_| ABSTAIN
independent auditors for the fiscal year ending March 31, 2003.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
- -----------------------------------------------------------------------------------------------------------------------------------
NO. OF SHARES
CHECK APPROPRIATE BOX
INDICATE CHANGES BELOW:
ADDRESS CHANGE? |_| NAME CHANGE? |_| Date _______________________
- -----------------------------------------------------------------------------------------------------------------------------------
SIGNATURE(S) IN BOX
If you return this card properly signed but do not
otherwise specify, shares will be voted FOR
election of the Board of Directors' nominees to
the Board of Directors and FOR Proposal 2. If you
do not return this card, shares will be voted by
the Trustee of the ESOP in the same proportion as
the allocated shares under the ESOP have voted.
| |
|--- ---|
ANCHOR BANCORP WISCONSIN INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby instructs the Trustees of the Trust created
pursuant to the Management Recognition Plan ("Recognition Plan") of Anchor
BanCorp Wisconsin Inc. (the "Company"), to vote the shares of Common Stock of
the Company which were granted to me as of June 7, 2002 pursuant to the
Recognition Plans upon the following proposals to be presented at the Annual
Meeting of Stockholders of the Company to be held on July 23, 2002.
1. ELECTION OF DIRECTORS
|_| FOR all nominees listed |_| WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
Nominees for three-year term: Richard A. Bergstrom, Donald D. Parker and
James D. Smessaert.
Nominees for two-year term: David L. Omachinski and Pat Richter
Nominee for one-year term: Mark D. Timmerman
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THE NAMES OF THE NOMINEE(S) IN THE SPACE PROVIDED BELOW.)
- -------------------------------------------------------------------------------
2. PROPOSAL to ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending March 31, 2003.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In their discretion, the Trustees are authorized to vote upon such other
business as may properly come before the meeting.
The Company's Board of Directors recommends a vote FOR election of the
Board of Directors' nominees to the Board of Directors and FOR Proposal 2. Such
votes are hereby solicited by the Board of Directors.
Dated: , 2002
------------------------------
------------------------------------------
Signature
If you return this card properly signed but do
not otherwise specify, shares will be voted
FOR election of the Board of Directors'
nominees to the Board of Directors and FOR
Proposal 2. If you do not return this card,
shares will be voted by the Trustees of the
Recognition Plan.