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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Wisconsin Inc.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
- --------------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
June 13, 2003
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 22, 2003 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
ANCHOR BANCORP WISCONSIN INC.
25 WEST MAIN STREET
MADISON, WISCONSIN 53703
(608) 252-8700
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 22, 2003
---------------
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
22, 2003 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;
(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, 2004; 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 May 30, 2003 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 13, 2003
================================================================================
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.
================================================================================
ANCHOR BANCORP WISCONSIN INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JULY 22, 2003
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
22, 2003 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 13, 2003.
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 2004; 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 May 30, 2003
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were approximately 23,836,013 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, up to the number of directors to be elected, 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 2004 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.
2
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. Director Bruce A. Robertson is retiring at the completion of his term
at the Annual Meeting. Upon his retirement, the Board of Directors will take
appropriate action to reduce the number of directors of the Company from eleven
to ten, divided into classes of three, four and three directors each.
Three directors are to be elected at the Annual Meeting. Holly Cremer
Berkenstadt, Donald D. Kropidlowski and Mark D. Timmerman are current directors
of the Company. 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 seven directors will continue to serve in accordance with
their previous elections pursuant to their existing terms.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the three 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 2006
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Holly Cremer Berkenstadt 47 Director; Chief Executive Officer and Director of 1994
Wisconsin Cheeseman, Inc., a direct food and gift
company located in Sun Prairie, Wisconsin.
Donald D. Kropidlowski 61 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.
Mark D. Timmerman 35 Director; Assistant Secretary and General Counsel of 2002
the Company; Vice President, Secretary, General
Counsel of the Bank; Director of the Bank; Member,
State Bar of Wisconsin since 1994
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 THREE YEAR TERMS EXPIRING IN 2004
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Greg M. Larson 53 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 62 Director and Chairman; President and Chief Executive 1971
Officer of 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.
David L. Omachinski 51 Director, Executive Vice President, Chief Operating 2002
and Financial Officer, and Treasurer (since 2002) of
Oshkosh B'Gosh, Inc. Prior thereto, he was Vice
President-Finance, Chief Financial Officer and
Treasurer (since 1993) of Oshkosh B'Gosh, Inc.
Director of the Bank. Mr. Omachinski is also a
Director of Oshkosh B'Gosh, Inc. and is a member of
the American Institute of Certified Public
Accountants.
Pat Richter 61 Director; Athletic Director of the University of 1990
Wisconsin -- Madison.
DIRECTORS WITH THREE YEAR TERMS EXPIRING IN 2005
Principal Occupation and Director
Name Age Business Experience Since (1)
---- --- ------------------- ---------
Richard A. Bergstrom 53 Director; President of Bergstrom Corporation; 1999
Director of the Bank.
Donald D. Parker 64 Director; Former Officer, Director and Chairman of 1999
the Board of FCB Financial Corp. and Fox Cities
Bank, F.S.B.
James D. Smessaert 65 Director, Former Officer, Director and Chairman of 2002
the Board of Ledger Capital Corp. and Ledger Bank,
S.S.B.
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(1) Includes service as director of the Bank.
5
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, 2003. 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, 2003 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
three times during the fiscal year ended March 31, 2003, 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, 2003 is set forth below under "Executive
Compensation--Report of the Compensation Committee."
The Nominating Committee of the Board of Directors selects the
nominees for director to stand for election at the Annual Meeting. The members
of this committee, which met one time during the fiscal year ended March 31,
2003, are Messrs. Richard A. Bergstrom, Greg M. Larson, David L. Omachinski, Pat
Richter, and Donald D. Parker.
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 twice during the fiscal year ended March 31, 2003, 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, Inc. These listing standards include qualitative and
quantitative requirements regarding the independence and qualifications of Audit
Committee members and the size of the Audit Committee. The Audit Committee acts
pursuant to a written charter adopted and approved by the Board of Directors on
May 16, 2003 (A copy of the charter is attached as Appendix A to this Proxy
Statement).
REPORT OF AUDIT COMMITTEE
In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements of the Company included 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 of the Company be included in the Annual Report on Form 10-K for the
year ended March 31, 2003, for filing with the Securities and Exchange
Commission.
May 16, 2003
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 60). 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 positions in 1985. Mr.
Cattelino is on the Board of Directors of Anchor Investment Services, Inc. and
the Mendota Gridiron Club.
Michael W. Helser (age 58). Mr. Helser is currently Treasurer and
Chief Financial Officer of the Company and Senior Vice President - Finance
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 53). 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 47). Mr. Nichols is currently First Vice
President-Commercial Lending of the Bank and is responsible for commercial
lending and commercial real estate. 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 54). Mr. Osterholz is currently Vice
President - Human Resources of the Bank. Mr. Osterholz joined the Bank in 1973
and previously served as Savings Officer, Loan 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 serves on the Board of
Directors for U.W. Platteville Foundation and Oakwood Village East.
8
David L. Weimert (age 52). Mr. Weimert is currently First Vice
President -- Lending Administration, and is responsible for commercial credit
and quality control. 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 May 30, 2003 (1)
--------------------------------------------------
Name of Beneficial Owner No. of Shares %
- --------------------------------------------------------------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. 1,483,535 (2) 5.92%
Employee Stock Ownership Plan Trust
25 West Main Street
Madison, Wisconsin
Liberty Wanger Asset Management, L.P. 1,476,800 (3) 5.89
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Directors and nominees:
Holly Cremer Berkenstadt 85,149 (4) *
Richard A. Bergstrom 72,298 (5) *
Donald D. Kropidlowski 100,603 (6) *
Greg M. Larson 44,390 (7) *
David L. Omachinski 19,150 (8) *
Donald D. Parker 168,604 (9) *
Pat Richter 39,748 (10) *
Bruce A. Robertson 67,519 (11) *
James D. Smessaert 189,174 (12) *
Douglas J. Timmerman 1,528,354 (13) 6.09
Mark D. Timmerman 208,260 (14) *
Executive officers who are not directors and who are named in the Summary
Compensation Table:
J. Anthony Cattelino 244,621 (15) *
Michael W. Helser 251,894 (16) 1.00
Donald F. Bertucci, Jr. 103,760 (17) *
Daniel K. Nichols 121,011 (18) *
All directors and executive officers 3,562,069 (19) 14.21
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 are deemed to be beneficially owned and
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) Based on a Schedule 13G filed with the Securities and Exchange
Commission on February 12, 2003 pursuant to the Securities Exchange Act
of 1934, as amended, by Liberty Wanger Asset Management, L.P. ("WAM"),
a Delaware limited partnership, and WAM Acquisition GP, Inc., the
general partner of WAM ("WAM GP"), a Delaware corporation, reporting
the beneficial ownership of common stock over which it has sole voting
and dispositive power. WAM is an Investment Adviser registered under
section 203 of the Investment Advisers Act of 1940; WAM GP is the
General Partner of the Investment Adviser. WAM holds the shares on
behalf of discretionary clients for which WAM acts as the investment
adviser and/or investment manager.
(4) Includes 64,000 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.
(5) Includes 33,199 shares held jointly with Mr. Bergstrom's wife, with
whom voting and dispositive power is shared, 26,354 shares held by Mr.
Bergstrom's children, which may be deemed to be beneficially owned by
Mr. Bergstrom, and 12,745 shares which may be acquired pursuant to the
exercise of stock options exercisable within 60 days of the Voting
Record Date.
(6) Includes 82,348 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.
11
(7) Includes 32,390 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.
(8) Includes 9,150 shares held jointly with Mr. Omachinski's wife, with
whom voting and dispositive power is shared and 10,000 shares which may
be acquired pursuant to the exercise of stock options which are
exercisable within 60 days of the Voting Record Date.
(9) 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.
(10) 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.
(11) Includes 38,538 shares owned by Mr. Robertson's wife, which may be
deemed to be beneficially owned by Mr. Robertson.
(12) Includes 165,720 shares held jointly with Mr. Smessaert's wife, with
whom voting and dispositive power is shared, and 23,454 shares held in
the ESOP allocated to Mr. Smessaert's account.
(13) Includes 614,731 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, 31,287 shares held in the
ESOP allocated to Mr. Timmerman's account, 5,000 restricted shares
granted pursuant to the Company's Management Recognition Plans and
742,592 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date. Does not
include 580,601 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."
(14) Includes 70,708 shares held jointly with Mr. M. Timmerman's wife, with
whom voting and dispositive power is shared, 2,485 shares held in the
Company's Retirement Plan allocated to Mr. M. Timmerman's account,
5,945 shares held in the ESOP allocated to Mr. M. Timmerman's account,
and 129,122 shares which may be acquired pursuant to the exercise of
stock options exercisable within 60 days of the Voting Record Date.
(15) Includes 138,551 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, 27,323 shares
held in the ESOP allocated to Mr. Cattelino's account, and 35,684
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
13,743 shares of Common Stock held by a rabbi trust established by the
Bank to fund certain benefits pursuant to an Excess Benefit Plan;
12
Mr. Cattelino does not possess voting or investment power with respect
to such shares. See, "Executive Compensation -- Supplemental Executive
Retirement Plan and Excess Benefit Plan."
(16) Includes 153,061 shares held in a living trust for the benefit of Mr.
Helser and his wife, 5,000 shares held by Mr. Helser's children, which
Mr. Helser may be deemed to beneficially own, 34,340 shares held in the
Company's Retirement Plan allocated to Mr. Helser's account, 27,309
shares held in the ESOP allocated to Mr. Helser's account, and 32,184
shares which may be acquired pursuant to the exercise of stock options
exercisable within 60 days of the Voting Record Date. Does not include
13,275 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 power with respect to such
shares. See "Executive Compensation -- Supplemental Executive
Retirement Plan and Excess Benefit Plan."
(17) Includes 30,456 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, 9,777 shares held in the Company's Retirement Plan allocated to
Mr. Bertucci's account, 16,738 shares held in the ESOP allocated to Mr.
Bertucci's account, 41 shares in employee stock purchase plan, and
44,848 shares which may be acquired pursuant to the exercise of stock
options exercisable within 60 days of the Voting Record Date.
(18) Includes 25,633 shares held jointly with Mr. Nichols' wife, with whom
voting and dispositive power is shared, 26,826 shares held in the
Company's Retirement Plan allocated to Mr. Nichols' account, 16,009
shares held in the ESOP allocated to Mr. Nichols' account, 995 shares
in employee stock purchase plan, and 51,548 shares which may be
acquired pursuant to the exercise of stock options exercisable within
60 days of the Voting Record Date.
(19) Includes 269,606 shares held in the Company's Retirement Plan allocated
to the accounts of executive officers, 5,000 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 1,242,968 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 607,619 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 13, 15 and 16 above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Exchange Act, the Company's directors,
executive 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 executive 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 executive
officers during the year ended March 31, 2003.
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
---------------------------
Name and Fiscal Salary Stock Grants All Other
Principal Position Year (1) (2) Bonus (3) Options (4) Compensation
(5)
- ------------------------------------------------------------------------------------------------------------------
Douglas J. Timmerman 2003 $516,625 $156,000 $113,175 45,000 $ 44,159
President and Chief 2002 491,246 150,256 45,600 50,000 39,285
Executive Officer 2001 473,750 106,000 45,188 31,870 43,257
- ------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 2003 $142,738 $ 68,762 $ 0 9,000 $ 12,219
Vice President and 2002 138,884 61,789 0 0 11,323
Secretary 2001 135,825 48,545 3,013 2,500 15,457
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Michael W. Helser 2003 $142,738 $ 68,762 $ 0 9,000 $ 12,219
Treasurer and Chief 2002 138,884 61,789 0 0 11,323
Financial Officer 2001 135,825 48,545 3,013 2,500 15,457
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Donald F. Bertucci 2003 $113,450 $ 64,162 $ 0 9,000 $ 11,967
First Vice President -- 2002 104,550 54,937 0 0 11,167
Residential Lending 2001 100,500 38,000 4,519 7,500 11,263
- -------------------------- ------------- -------------- -------------- -------------- ------------- --------------
Daniel K. Nichols 2003 $113,450 $ 64,162 $ 0 9,000 $ 11,967
First Vice President -- 2002 104,550 62,437 0 4,000 11,167
Commercial Lending 2001 100,500 38,000 7,531 3,000 11,374
==================================================================================================================
(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 Amended and Restated Management Recognition Plan, which
were deemed to have had the indicated value at the date of grant. The
number of shares of restricted Common Stock held by Mr. Timmerman at
March 31, 2003 is 5,000. The fair market value of restricted Common
Stock held by Mr. Timmerman at March 31, 2003 is $109,750. There were
no restricted shares held by Messrs. Cattelino, Helser, Bertucci or
Nichols at March 31, 2003. The awards vest one year 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 2003, 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 $7,709, $7,709, $7,709, $7,479 and
$7,479, respectively, and the Company's Retirement Plan of $6,650,
$4,510, $4,510, $4,488 and $4,488, respectively, and the payment of
director's fees to Mr. Timmerman in the amount of $29,800.
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, 2003.
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 45,000 25.1% $ 22.0700 06/07/12 $ 624,600 $ 1,582,650
- ------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 9,000 5.0% 22.0700 06/07/12 124,920 316,530
- ------------------------------------------------------------------------------------------------------------------
Michael W. Helser 9,000 5.0% 22.0700 06/07/12 124,920 316,530
- ------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci, Jr. 9,000 5.0% 22.0700 06/07/12 124,920 316,530
- ------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 9,000 5.0% 22.0700 06/07/12 124,920 316,530
==================================================================================================================
(1) Percentage of options granted to all employees during the fiscal year
ended March 31, 2003.
(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 $23.17 and $57.24 for grants whose
exercise price is $22.07 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, 2003 and options
held at March 31, 2003.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
==================================================================================================================
Shares Number of Unexercised Options Value of Unexercised Options
Acquired on Value at Year End at Year End (1)
Name Exercise Realized ------------------------------------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------
Douglas J. Timmerman 88,000 $1,677,280 727,592 57,748 $8,491,982 $79,834
- ------------------------------------------------------------------------------------------------------------------
J. Anthony Cattelino 15,816 172,282 32,684 9,000 393,036 0
- ------------------------------------------------------------------------------------------------------------------
Michael W. Helser 11,816 140,052 29,184 9,000 339,049 0
- ------------------------------------------------------------------------------------------------------------------
Donald F. Bertucci, Jr. 7,700 115,431 43,348 11,500 453,661 17,219
- ------------------------------------------------------------------------------------------------------------------
Daniel K. Nichols 2,000 25,744 45,548 12,000 459,908 20,250
==================================================================================================================
(1) Based on a per share market price of $21.95 at March 31, 2003.
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, 2003.
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 1,679,856(1) $12.65 1,256,993(2)(3)
Approved By Security Holders
- ------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not 0 0.00 0
Approved By Security Holders
- ------------------------------------------------------------------------------------------------------------------
Total 1,,679,856 12.65 1,256,993
==================================================================================================================
(1) Excludes purchase rights accruing under the 1999 Employee Stock
Purchase Plan, which has a stockholder-approved reserve of 300,000
shares of common stock. Under the 1999 Employee Stock Purchase Plan,
each eligible employee may purchase shares of common stock at
semi-annual intervals each year at a purchase price determined by the
committee of the board of directors which administers the plan, which
shall not be less than 85% of the lesser of (i) the fair market value
of a share of common stock on the first business day of the applicable
semi-annual offering period or (ii) the fair market value of a share of
common stock on the last business day of such annual offering period.
In no event may the amount of common stock purchased by a participant
in the 1999 Employee Stock Purchase Plan in a calendar year exceed
$25,000, measured as of the time an option under the plan is granted.
(2) Includes shares available for future issuance under the 1999 Employee
Stock Purchase Plan. As of March 31, 2003, an aggregate of 171,366
shares of common stock was available for issuance under this plan.
16
(3) Includes 392,649 shares of common stock which may be awarded under the
Company's Amended and Restated Management Recognition Plan, which was
adopted by the stockholders in 2001 and provides for the grant of
restricted common stock to employees of the Company
COMPENSATION OF DIRECTORS
BOARD FEES. Each member of the Board of Directors of the Company is
paid a fee of $1,700 for each regular quarterly Board meeting attended. In
addition, each director of the Bank also is paid a fee of $1,700 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 $850 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, 2003, no director deferred funds pursuant to these deferred
compensation plans.
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 at an exercise price of $15.70
per share. As of March 31, 2003, there have been no additional stock option
grants. 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.
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
17
individuals. In fulfillment of this requirement, the Committee has prepared the
following report for inclusion in this proxy statement.
The Committee 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 2003 fiscal
year, the Committee met three (3) times.
GENERAL COMPENSATION POLICIES
In determining the 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.
During the 2003 fiscal year, two consultant studies were engaged. One
dealt with the bank-wide wage and salary administration program and the second
with executive-level compensation. The results of these studies were
incorporated in the Committee's deliberations.
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 2003 compensation. The
Committee's objective is to offer competitive 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 is
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
18
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 believe in 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.
The Committee granted stock options to the executive management group
as well as other non-executive officers during fiscal 2003. 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 45,000 options; a total of 174,000 options were granted to all executive
management and other non-executive officers. In addition, Management Recognition
Plan shares were awarded to D. Timmerman in the amount of 5,000. 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 2003 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 $516,625 for fiscal 2003. This is an
increase of 5.16% over fiscal 2002. In determining the Chief Executive Officer's
salary, the Committee continued to consider salaries offered by investor owned
banks and financial service institutions nationwide, incorporating the
consultant's study referred to previously. The Bank had its most profitable year
and return of shareholder equity exceeded 17%. Cash dividends were increased
19
by 21% to .40 per share annually. In establishing the Chief Executive Officer's
salary, the Committee also considered the President's contribution to
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 $156,000 (30.19% 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, 10,000 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, 2003.
Respectfully submitted:
Greg M. Larson, Director
Pat Richter, Director
Bruce A. Robertson, Director
20
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock over a five-year measurement period since March 31, 1998 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.
[LINE GRAPH}
<Table>
<Caption>
3/31/98 3/31/99 3/31/00 3/31/01 3/31/02 3/31/03
-------- ------- ------- ------- ------- -------
Anchor BanCorp Wisconsin Inc. 100.00 70.53 73.95 65.90 97.03 108.15
Media General Peer Group Index 100.00 81.20 62.56 103.78 118.46 127.80
Nasdaq Stock Market (U.S.) 100.00 130.68 240.65 99.05 100.28 73.55
</Table>
21
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 $536,500, $145,000 and $145,000, 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. Utilizing the bonus amounts for fiscal
2003 as reflected in the summary compensation table for purposes of the
severance payment calculation, severance pay in the event of a Change in Control
would amount to approximately $2,077,500, $427,524, and $427,524 for Messrs.
Timmerman, Cattelino and Helser, respectively.
22
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 $108,500 to $117,200.
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 June 2002, the Company contributed 10,000 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.
23
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, 2003, Mr. Timmerman's final average earnings amounted to
$621,428 and Mr. Timmerman had 25 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. Amounts
credited for fiscal 2003 were $37,041, $2,983, and $1,966 for Messrs. Timmerman,
Helser, and Cattelino, respectively.
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.
24
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,
2003, the Bank had $13.5 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, 2004, 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 $148,500 for
professional services rendered for the audit of the Company's annual financial
statements as of March 31, 2003, and the reviews of the financial statements
included in the Company's Forms 10-Q for the fiscal year ended March 31, 2003.
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, 2003.
ALL OTHER FEES. Ernst & Young billed a total amount of $130,150 for all
other professional services rendered during the fiscal year ended March 31,
2003. This amount includes audit-related services of $54,000 and non-audit
related services of $76,150. 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, 2004.
25
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 2004, 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, 2004. 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
2004, 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 14,
2004. 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, 2003 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.
26
APPENDIX A
Audit Committee Charter of Anchor BanCorp Wisconsin Inc.
ORGANIZATION
This charter governs the operations of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be members of, and appointed by, the
board of directors and shall comprise at least three directors, each of whom are
independent of management and the Company. Members of the committee shall be
considered independent as long as they do not accept any consulting, advisory,
or other compensatory fee from the Company and are not an affiliated person of
the Company or its subsidiaries, and meet the independence requirements of
applicable stock exchange listing standards. All committee members shall be
financially literate, and at least one member shall qualify as an "audit
committee financial expert," as defined by SEC regulations.
PURPOSE AND GENERAL POWERS
The audit committee's primary purpose is to provide assistance to the board of
directors in fulfilling their oversight responsibility to the shareholders,
potential shareholders, the investment community, and others relating to: the
Company's financial statements; the financial reporting process; the systems of
internal accounting and financial controls; the performance of the Company's
internal audit function and independent auditors; the independent auditor's
qualifications and independence; and the Company's compliance with ethics
policies and legal and regulatory requirements. In so doing, it is the
responsibility of the committee to maintain and foster free and open
communication among the committee, independent auditors, the internal auditors
and management of the Company.
The audit committee is empowered to appoint, compensate and oversee the work of
the Company's independent auditors and to investigate any matter brought to its
attention with full access to all books, records, facilities, and personnel of
the Company and the authority to engage and retain independent counsel and other
advisors as it determines necessary to carry out its duties. The audit committee
is also empowered to determine and provide for the payment of compensation to
the Company's independent auditors and to such counsel and other advisors as the
committee deems necessary or appropriate.
RESPONSIBILITIES, PROCESSES, AND DUTIES
The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for the preparation,
presentation, and integrity of the Company's financial statements and for the
appropriateness of accounting principles and reporting policies that are used by
the Company. The independent auditors are responsible for auditing the Company's
financial statements and for reviewing the Company's unaudited interim financial
statements.
The committee in carrying out its responsibilities believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances. The committee should take the appropriate actions to set the
overall corporate "tone" for quality financial reporting, sound business risk
practices, and ethical behavior.
28
The following shall be the principal responsibilities, processes and duties of
the audit committee. The committee may supplement them as appropriate.
- In its capacity as a committee of the board of directors, the
committee shall be directly responsible for the appointment and
termination (subject, if applicable, to shareholder ratification),
compensation, and oversight of the work of the independent auditors,
including resolution of disagreements between management and the
auditor regarding financial reporting. The committee shall
pre-approve all audit and non-audit services provided by the
independent auditors, subject to the de minimus exceptions to
pre-approval permitted for non-audit services, and shall not engage
the independent auditors to perform the specific non-audit services
proscribed by law or regulation.
- At least annually, the committee shall obtain and review a report by
the independent auditors describing:
o The firm's internal quality control procedures.
o Any material issues raised by the most recent quality
control review, or peer review, of the firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting
one or more independent audits carried out by the firm, and
any steps taken to deal with any such issues.
o All relationships between the independent auditor and the
Company (to assess the auditor's independence).
In addition, the committee shall set clear hiring policies for
employees or former employees of the independent auditors that meet
the SEC regulations and applicable stock exchange listing standards.
- The committee shall discuss with the internal auditors and the
independent auditors the overall scope and plans for their respective
audits including the adequacy of staffing and compensation. Also, the
committee shall discuss with management, the internal auditors, and
the independent auditors the adequacy and effectiveness of the
accounting and financial controls, including the Company's policies
and procedures to assess, monitor and manage business risk, and legal
and ethical compliance programs.
- The committee shall meet separately periodically with management, the
internal auditors, and the independent auditors to discuss issues and
concerns warranting committee attention. The committee shall provide
sufficient opportunity for the internal auditors and the independent
auditors to meet privately with the members of the committee. The
committee shall review with the internal auditors and independent
auditor any audit problems or difficulties and management's response.
- The committee shall receive regular reports from the independent
auditors on the critical policies and practices of the Company, and
all alternative treatments of financial information within generally
accepted accounting principals that have been discussed with
management.
- The committee shall review management's assertion on its assessment
of the effectiveness of internal controls as of the end of the most
recent fiscal year and the independent auditors' report on
management's assertion.
- The committee shall review the interim financial statements
and disclosures under Management's Discussion and Analysis of
Financial Condition and Results of
29
Operations with management and the independent auditors prior to the
filing of the Company's Quarterly Reports on Form 10-Q. Also, the
committee shall discuss the results of the quarterly review and any
other matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards. The
Chair of the committee may represent the entire committee for the
purposes of this review.
- The committee shall review the financial statements and disclosures
under Management's Discussion and Analysis of Financial Condition and
Results of Operations with management and the independent auditors
prior to the filing of the Company's Annual Report on Form 10-K (or
the annual report to shareholders if distributed prior to the filing
of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles, the reasonableness of
significant judgments, and the clarity of the disclosures in the
financial statements. Also, the committee shall discuss the results
of the annual audit and any other matters required to be communicated
to the committee by the independent auditors under generally accepted
auditing standards.
- The committee shall establish procedures for the receipt, retention,
and treatment of complaints received by the issuer regarding
accounting, internal accounting controls, or auditing matters, and
the confidential, anonymous submission by employees of the issuer of
concerns regarding questionable accounting or auditing matters.
- The committee shall review and approve of all related party
transactions, subject to any exceptions permitted by applicable stock
exchange rules.
- The committee shall submit the minutes of all meetings of the audit
committee to, or discuss the matters considered at each committee
meeting with, the board of directors.
- The committee shall prepare its report to be included in the
Company's annual proxy statement, as required by SEC regulations.
- The committee shall investigate any matter brought to its attention
within the scope of its duties.
30
June 13, 2003
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 13, 2003
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
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 May 30, 2003 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 22, 2003.
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: Holly Cremer Berkenstadt, Donald D. Kropidlowski and 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, 2004.
|_| 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: , 2003
--------------------
----------------------------------------------
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.