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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
First BancTrust Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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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)
FIRST BANCTRUST CORPORATION
206 SOUTH CENTRAL AVENUE
PARIS, IL 61944
(217) 465-6381
March 17, 2006
Dear Stockholder:
I am pleased to invite you to attend the First BancTrust Corporation's
2006 annual meeting of stockholders on Monday, April 17, 2006. We will hold the
meeting at 10:00 a.m. at the Human Resources Center, 118 East Court Street,
Paris, Illinois.
On the page following this letter, you will find the Notice of Meeting
which lists the matters to be considered at the meeting. Following the Notice of
Meeting is the proxy statement which describes these matters and provides you
with additional information about our Company. Also enclosed you will find the
Company's 2005 annual report and your proxy card, which allows you to vote on
these matters.
Your vote is important. A majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business. PLEASE COMPLETE AND MAIL IN YOUR PROXY CARD PROMPTLY, EVEN
IF YOU PLAN TO ATTEND THE MEETING. You can attend the meeting and vote in
person, even if you have sent in a proxy card.
The Board of Directors recommends that stockholders vote FOR each of the
proposals stated in the proxy statement.
The rest of the Board and I look forward to seeing you at the meeting.
Whether or not you can attend, we greatly appreciate your cooperation in
returning the proxy card.
Sincerely,
Terry J. Howard
President and Chief Executive Officer
1
FIRST BANCTRUST CORPORATION
206 SOUTH CENTRAL AVENUE
PARIS, IL 61944
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME........................................ 10:00 a.m., local time, on Monday, April 17, 2006
PLACE....................................... The Human Resources Center
118 East Court Street Paris,
Illinois
ITEMS OF BUSINESS........................... (1) To elect three members of the Board of Directors for
three-year terms.
(2) To ratify the selection of BKD, LLP as independent
auditors of the Company for the 2006 fiscal year.
(3) To transact such other business as may properly come
before the Meeting.
ANNUAL REPORT............................... Our 2005 annual report, which is not a part of the proxy
soliciting material, is enclosed.
RECORD DATE................................. You can vote if you are a stockholder of record on March 10, 2006.
QUORUM...................................... A majority of the shares of common stock must be represented at
the meeting. If there are insufficient shares, the meeting may be
adjourned.
March 17, 2006
David W. Dick, Corporate Secretary
2
TABLE OF CONTENTS
SOLICITATION AND VOTING...................................................................................... 4
Stockholders Entitled to Vote............................................................................. 4
Voting Procedures......................................................................................... 4
Voting Procedures for Shares in the Company's 401(k) Plan or ESOP......................................... 5
Required Vote............................................................................................. 5
Revoking a Proxy.......................................................................................... 5
List of Stockholders...................................................................................... 6
Cost of Proxy Solicitation................................................................................ 6
Inspector of Election..................................................................................... 6
Other Matters............................................................................................. 6
GOVERNANCE OF THE COMPANY.................................................................................... 6
Role and Composition of the Board of Directors............................................................ 6
The Executive Committee................................................................................... 7
The Audit Committee....................................................................................... 7
Audit Committee Financial Expert.......................................................................... 7
The Nominating Committee.................................................................................. 8
The Compensation Committee................................................................................ 9
Code of Ethics............................................................................................ 9
Stockholder Communications with the Board................................................................. 9
Directors' Compensation................................................................................... 10
ITEM 1. ELECTION OF DIRECTORS............................................................................... 10
NOMINEES WHOSE TERMS WILL EXPIRE IN 2009.................................................................. 11
CONTINUING DIRECTORS WITH TERMS EXPIRING 2007............................................................. 11
CONTINUING DIRECTORS WITH TERMS EXPIRING 2008............................................................. 12
ITEM 2. RATIFICATION OF AUDITORS............................................................................ 12
Audit Fees................................................................................................ 12
Audit Related Fees........................................................................................ 13
Tax Fees.................................................................................................. 13
All Other Fees............................................................................................ 13
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS, MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP.............................................................. 14
SECURITY OWNERSHIP OF STOCKHOLDER HOLDING 5% OR MORE......................................................... 15
EXECUTIVE COMPENSATION....................................................................................... 16
Compensation Table........................................................................................ 16
Total Options Exercised in 2005 and Year End Values....................................................... 17
Option Grants in 2005..................................................................................... 17
OTHER COMPENSATION ARRANGEMENTS.............................................................................. 18
Employment Agreements..................................................................................... 18
401(k) Plan............................................................................................... 19
Voluntary Employee's Benefit Association.................................................................. 19
Employee Stock Ownership Plan and Trust................................................................... 19
2002 Stock Option Plan.................................................................................... 19
2002 Recognition and Retention Plan....................................................................... 20
Deferred Compensation Plan................................................................................ 20
PERFORMANCE GRAPH............................................................................................ 21
Transactions With Certain Related Persons................................................................. 22
Compensation Committee Interlocks and Insider Participation............................................... 22
EXECUTIVE COMPENSATION COMMITTEE REPORT...................................................................... 22
AUDIT COMMITTEE REPORT....................................................................................... 24
COMPLIANCE WITH SECTION 16................................................................................... 25
STOCKHOLDER PROPOSALS........................................................................................ 25
3
FIRST BANCTRUST CORPORATION
206 SOUTH CENTRAL AVENUE
PARIS, IL 61944
SOLICITATION AND VOTING
We are sending you this Proxy Statement and the enclosed proxy card
because the Board of Directors of First BancTrust Corporation (the "Company"
"we" or "us") is soliciting your proxy to vote at the 2006 annual meeting of
Stockholders (the "Annual Meeting"). This Proxy Statement summarizes the
information you need to know to vote at the Annual Meeting.
You are invited to attend our Annual Meeting on April 17, 2006 beginning
at 10:00 a.m., local time. The Annual Meeting will be held at the Human
Resources Center, 118 East Court Street, Paris, Illinois.
This Proxy Statement and the enclosed form of proxy are being mailed
starting on or about March 17, 2006.
STOCKHOLDERS ENTITLED TO VOTE
Holders of record of common stock of the Company at the close of business
on March 10, 2006 are entitled to receive this notice. Each share of common
stock of the Company is equal to one vote.
There is no cumulative voting at the Annual Meeting.
As of the record date, there were 2,367,450 common shares issued and
outstanding.
VOTING PROCEDURES
Unless you hold your shares in the Company's Retirement Savings Plan (the
"401(k) Plan") or the Employee Stock Ownership Plan and Trust (the "ESOP"), you
can vote on matters to come before the meeting in one of two ways:
- you can come to the Annual Meeting and cast your vote there;
or
- you can vote by signing and returning the enclosed proxy card.
If you do so, the individuals named as proxies on the card
will vote your shares in the manner you indicate.
You may also choose to vote for all of the nominees for Director and each
proposal by simply signing, dating and returning the enclosed proxy card without
further direction. All signed and returned proxies that contain no direction as
to vote will be voted FOR each of the nominees for Director and FOR each of the
proposals.
The Board of Directors has selected itself as the persons to act as
proxies on the proxy card.
4
If you plan to attend the Annual Meeting and vote in person, you should
request a ballot when you arrive. HOWEVER, IF YOUR SHARES ARE HELD IN THE NAME
OF YOUR BROKER, BANK OR OTHER NOMINEE, THE INSPECTOR OF ELECTION WILL REQUIRE
YOU TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME FROM SUCH BROKER, BANK
OR OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING. Please
contact your broker, bank or nominee.
VOTING PROCEDURES FOR SHARES IN THE COMPANY'S 401(k) PLAN OR ESOP
If you participate in the Company's 401(k) Plan or ESOP, please return
your proxy in the envelope on a timely basis to ensure that your proxy is voted.
If you own or are entitled to give voting instructions for shares in the 401(k)
Plan or ESOP and do not vote your shares or give voting instructions, generally,
the Plan Administrator or Trustee will vote your shares in the same proportion
as the shares for all plan participants for which voting instructions have been
received. Holders of shares in the 401(k) Plan or ESOP will not be permitted to
vote such shares at the Annual Meeting, but their attendance is encouraged and
welcomed.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the stockholders at the Annual Meeting is necessary
to constitute a quorum. Abstentions and broker "non votes" are counted as
present and entitled to vote for purposes of determining a quorum. A broker "non
vote" occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because such broker,
bank or nominee does not have discretionary authority to vote and has not
received instructions from the beneficial owner.
Once a quorum is achieved, a plurality of votes cast is all that is
necessary for the election of Directors. Abstentions and broker "non votes" are
not counted in determining the vote. As to ratification of BKD, LLP and all
other matters that may come before the meeting, the affirmative vote of a
majority of votes cast is necessary for the approval of such matters.
Abstentions and broker "non votes" are again not counted for purposes of
approving the matter.
REVOKING A PROXY
If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy in any one of three ways:
- you may send in another proxy with a later date;
- you may notify the Company's Secretary in writing at First
BancTrust Corporation, 206 South Central Avenue, Paris,
Illinois 61944; or
- unless you hold shares in the 401(k) Plan or ESOP, you may
revoke by voting in person at the Annual Meeting.
If you choose to revoke your proxy by attending the Annual Meeting, you
must vote in accordance with the rules for voting at the Annual Meeting.
Attending the Annual Meeting alone will not constitute revocation of a proxy.
5
LIST OF STOCKHOLDERS
A list of stockholders entitled to vote at the Annual Meeting will be
available for examination by stockholders for any purpose related to the Annual
Meeting at the Company's offices at 206 South Central Avenue, Paris, Illinois
for a period of ten days prior to the Annual Meeting. A list will also be
available at the Annual Meeting itself.
COST OF PROXY SOLICITATION
We will pay the expenses of soliciting proxies. Proxies may be solicited
on our behalf by Directors, officers or employees in person or by telephone,
mail or telegram. We do not intend to engage a proxy solicitation firm to assist
us in the distribution and solicitation of proxies. The Company will also
request persons, firms and corporations holding shares in their names for other
beneficial owners to send proxy materials to such beneficial owners. The Company
will reimburse these persons for their expenses.
INSPECTOR OF ELECTION
Your proxy returned in the enclosed envelope will be delivered to the
Company's transfer agent, Illinois Stock Transfer Company. The Board of
Directors has designated Illinois Stock Transfer Company to act as inspectors of
election and to tabulate the votes at the Annual Meeting. Illinois Stock
Transfer Company is not otherwise employed by, or a Director of, the Company or
any of its affiliates. After the final adjournment of the Annual Meeting, the
proxies will be returned to the Company.
OTHER MATTERS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the proxies to
vote the shares on such matters in their discretion.
GOVERNANCE OF THE COMPANY
ROLE AND COMPOSITION OF THE BOARD OF DIRECTORS
Our Company's Board of Directors is the ultimate decision making body of
the Company, except for matters which law or our Certificate of Incorporation
requires the vote of stockholders. The Board of Directors selects the management
of the Company which is responsible for the Company's day to day operations. The
Board acts as an advisor to management and also monitors its performance. Our
Board of Directors has determined that each of Messrs. James D. Motley, Vick N.
Bowyer, David W. Dick, Terry T. Hutchison, John W. Welborn, and Joseph R.
Schroeder are independent as independence is defined in the National Association
of Securities Dealers' listing standards, as those standards have been modified
or supplemented.
6
Members of the Board of Directors serve also as Directors of First Bank &
Trust, S.B. (the "Bank"). The Bank is the Company's wholly owned subsidiary. You
will find a discussion of its activities in your Annual Report.
During 2005, the Board of Directors met as the Company's Board of
Directors 7 times. In addition, the Board of Directors has authorized four
Committees to manage distinct matters of the Company. These Committees are the
Executive Committee, Audit Committee, the Nominating Committee, and the
Compensation Committee. Membership on each of the Committees is set forth in the
table below. All of our Directors attended 75 percent or more of the meetings of
the Board and the Board Committees on which they served in 2005.
NAME BOARD EXECUTIVE AUDIT NOMINATING COMPENSATION
--------------------- ----- --------- ----- ---------- ------------
Vick N. Bowyer X X X X X
David W. Dick X X X X
Terry J. Howard X X
Terry T. Hutchison X X
James D. Motley X X X X X
Joseph R. Schroeder X X
John W. Welborn X X X X
Meetings in 2005 7 1 6 1 7
THE EXECUTIVE COMMITTEE
The Executive Committee generally acts in lieu of the full board of
directors between board meetings. This committee is responsible for formulating
and implementing policy decisions, subject to review by the entire board of
directors.
THE AUDIT COMMITTEE
The Audit Committee is responsible for recommending the annual appointment
of the public accounting firm to be our outside auditors, subject to approval of
the Board of Directors and stockholders. The Committee is responsible for the
following tasks:
- maintaining a liaison with the outside auditors;
- reviewing the adequacy of internal controls;
- reviewing with management and outside auditors financial
disclosures of the Company; and
- reviewing any material changes in accounting principles or
practices used in preparing statements.
AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that we have an Audit Committee
financial expert, as defined by the Securities and Exchange Commission, serving
on our Audit Committee. James D. Motley is our Audit Committee financial expert,
and he is independent as independence for audit committee
7
members is defined in the National Association of Securities Dealers' listing
standards, as those standards have been modified or supplemented.
THE NOMINATING COMMITTEE
Our Board of Directors has a Nominating Committee which consists of four
directors. Vick N. Bowyer, David W. Dick, James D. Motley, and Joseph R.
Schroeder are the current members of this committee. The Nominating Committee
identifies individuals to become board members and selects, or recommends for
the board's selection, director nominees to be presented for stockholder
approval at the annual meeting of stockholders or to fill any vacancies. During
the fiscal year ended December 31, 2005, the Nominating Committee held 1
meeting.
Our Board of Directors has adopted a written charter for the Nominating
Committee, a copy of which was attached as an appendix to the proxy statement in
connection with the 2005 annual meeting and is also available to stockholders on
our website, at http://www.firstbanctrust.com. Each of the members of our
Nominating Committee is independent as independence is defined in the National
Association of Securities Dealers' listing standards, as those standards have
been modified or supplemented.
The Nominating Committee's policy is to consider director candidates
recommended by stockholders. Such recommendations must be made pursuant to
timely notice in writing to:
First BancTrust Corporation
206 South Central Avenue
Paris, Illinois 61944
Section 4.15 of the Company's Bylaws governs nominations for election to
the Board of Directors and requires all nominations for election to the Board of
Directors, other than those made by or at the direction of the Board, to be made
pursuant to timely notice in writing to the Secretary of the Company, as set
forth in the Bylaws. To be timely, with respect to an election to be held at an
annual meeting of stockholders, a stockholders' notice must be delivered to or
received by the Secretary not later than 120 days prior to the anniversary date
of the mailing of proxy materials by the Company in connection with the
immediately preceding annual meeting of stockholders of the Company. No notice
has been received by the Company in connection with the Annual Meeting. Each
written notice of a stockholder nomination must set forth certain information
specified in the Bylaws. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
procedures set forth in the Bylaws.
The Nominating Committee has not established specific, minimum
qualifications for recommended nominees or specific qualities or skills for one
or more of our directors to possess. The Nominating Committee uses a subjective
process for identifying and evaluating nominees for director, based on the
information available to, and the subjective judgments of, the members of the
Nominating Committee and our then current needs, although the committee does not
believe there would be any difference in the manner in which it evaluates
nominees based on whether the nominee is recommended by a stockholder.
Historically, nominees have been existing directors or business associates of
our directors or officers.
8
THE COMPENSATION COMMITTEE
The Compensation Committee is responsible for establishing annual and
long-term performance goals for the Chief Executive Officer and senior
management. This Committee also approves the senior officers' compensation and
other incentive compensation programs.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to all of our
employees, officers and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. Our Code of Ethics contains written
standards that we believe are reasonably designed to deter wrongdoing and to
promote:
- Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
- Full, fair, accurate, timely, and understandable disclosure in
reports and documents that we file with, or submit to, the
Securities and Exchange Commissions and in other public
communications we make;
- Compliance with applicable governmental laws, rules and regulations;
- The prompt internal reporting of violations of the code to an
appropriate person or persons named in the code; and
- Accountability for adherence to the code.
This Code of Ethics is attached to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 as Exhibit 14. We have also posted it on our
Web site at http://www.firstbanctrust.com. We will provide to any person without
charge, upon request, a copy of our Code of Ethics. Requests for a copy of our
Code of Ethics should be made to our Secretary at 206 South Central Avenue,
Paris, Illinois 61944. We intend to satisfy the disclosure requirement under
Item 10 of Form 8-K regarding an amendment to, or a waiver from, a provision of
our Code of Ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller or persons
performing similar functions and that relates to any element of the code
definition enumerated in Securities and Exchange Commission, Regulation S-K,
Item 406(b) by posting such information on our Web site at
http://www.firstbanctrust.com within five business days following the date of
the amendment or waiver.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Our Board of Directors has a process for stockholders to send
communications to the Board of Directors, its Nominating Committee or its Audit
Committee, including complaints regarding accounting, internal accounting
controls, or auditing matters. Communications can be sent to the Board of
Directors, its Nominating Committee or its Audit Committee or specific directors
either by regular mail to the attention of the Board of Directors, its
Nominating Committee, its Audit Committee or specific directors, at our
principal executive offices at 206 South Central Avenue, Paris, Illinois 61944.
All of these communications will be reviewed by our Secretary (1) to filter out
communications that our Secretary deems are not appropriate for our directors,
such as spam and communications offering to buy or sell products or services,
and (2) to sort and relay the remainder to the appropriate directors. We
encourage all of our directors to attend the annual meeting of stockholders, if
possible. All of our directors attended the 2005 annual meeting of stockholders.
9
DIRECTORS' COMPENSATION
Each director of the Company and the Bank receives $250 for Board meetings
held, but only if attended. Each director of the Company receives a quarterly
compensation of $1,275, whether or not the meeting(s) are attended except the
Chairman of the Board of the Company receives a total of $1,785 quarterly. Each
director of the Bank also receives a quarterly compensation of $1,275, whether
or not they attend meeting(s) except the Chairman receives a total of $1,785
quarterly. Each director of the Company and First Bank receives $250 for each
committee meeting attended except Mr. Howard who receives no committee fees from
either the Company or First Bank. If additional Board meetings are held,
directors receive additional compensation of $250 per meeting, but only if
attended. The Company has a deferred director fee plan covering certain
directors whereby each director may elect to defer all or a portion of their
annual fees. A First Bank director emeritus receives $510 each month whether or
not meetings are attended. Mr. Sprague, Director Emeritus, receives an
additional $510 per month retainer as a public relations officer.
Directors are also eligible to participate in the Company's Recognition
and Retention Plan and the Company's 2002 Stock Option Plan. In 2005, each
director received a restricted stock award of 1,500 shares, subject to time and
performance vesting requirements. In 2002 and 2003, Messrs. Sprague, Hutchison,
Welborn, Dick and Schroeder and Director Emeritus, Mary Ann Tucker, each
received a restricted stock award of 6,082 shares subject to time vesting
requirements. In 2003, Messrs. Hutchison, Welborn, Schroeder, Dick, Motley and
Bowyer were each granted stock options totaling 22,000 shares which are
currently exercisable at $9.87 per share.
ITEM 1. ELECTION OF DIRECTORS
Currently, the Board of Directors has seven members divided into three
classes of two or three directors per class. Each class of directors has
three-year terms. One class of directors is up for election each year. This
results in a staggered Board which ensures continuity from year to year.
Three directors will be elected at the Annual Meeting to serve for
three-year terms expiring at our Annual Meeting in the year 2009.
The persons named in the enclosed proxy card intend to vote the proxy for
the election of each of the three nominees unless you indicate on the proxy card
that your vote should be withheld from any or all of such nominees. Each nominee
elected as director will continue in office until his or her successor has been
elected, or until his death, resignation or retirement.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2009 at the Annual Meeting: Joseph R.
Schroeder, James D. Motley and Vick N. Bowyer.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE
NOMINEES AS DIRECTORS.
10
We expect each nominee to be able to serve if elected. If any nominee is
not able to serve, proxies will be voted in favor of the remainder of those
nominated and may be voted for substitute nominees. The principal occupation and
certain other information about the nominees and other Directors whose terms of
office continue after the Annual Meeting is set forth below. Such terms may
include years of services for the Bank prior to the formation of the Company.
NOMINEES WHOSE TERMS WILL EXPIRE IN 2009
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
--------------------------------- -------------------------------------------------------------------------
Joseph R. Schroeder............55 Director since 1997. Attorney in private practice with the law firm of
Bennett, Schroeder & Wieck, Marshall Illinois.
James D. Motley................61 Director since 2002. Self-employed owner of the accounting firm James D.
Motley, C.P.A., Paris, Illinois.
Vick N. Bowyer.................54 Director since 2003. Principal and co-owner of Linsco/Private Ledger
Branch, a registered broker-dealer, Marshall, Illinois, since April 2000.
Finance advisor and principal, Raymond James Financial, a registered
broker-dealer, at Citizens National Bank of Paris, Illinois, from January
1996 to April 2000.
CONTINUING DIRECTORS WITH TERMS EXPIRING 2007
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
--------------------------------- -------------------------------------------------------------------------
Terry T. Hutchison.............53 Self-employed Business Consultant, Paris, Illinois since July 2002.
Manager and owner of Parkway Furniture Co., Paris, Illinois from November
1976 to June 2002. Director since 1989.
John W. Welborn................60 Chairman of the Board. Director since 1995. Retired. Facilities Manager,
TRW, Inc., Marshall, Illinois from November 1971 to June 2001.
11
CONTINUING DIRECTORS WITH TERMS EXPIRING 2008
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
------------------------------- ----------------------------------------------------------------------------
David W. Dick................56 Director since 1996. Senior Partner Gladding & Dick Insurance, agents for
Country Insurance and Financial Services, , Bloomington, Illinois. Illinois
licensed Embalmer and Funeral Director.
Terry J. Howard..............58 Director, President and Chief Executive Officer of the Company since
November 2000. Executive Vice President of First Bank from May 1988 to June
1999. President and Chief Executive Officer of First Bank since June 1999.
Director since November 2000.
ITEM 2. RATIFICATION OF AUDITORS
The Audit Committee of the Board of Directors has appointed BKD, LLP to
serve as our independent auditors for 2006 and is seeking the ratification of
the appointment of BKD, LLP by our stockholders.
In the event our stockholders fail to ratify the selection of BKD, LLP,
the Audit Committee will consider it as a direction to select other auditors for
the subsequent year. Representatives of BKD, LLP will be present at the Annual
Meeting to answer questions. They will also have the opportunity to make a
statement if they desire to do so.
AUDIT FEES
Audit fees and expenses billed to the Company by BKD, LLP for the audit of
the Company's financial statements for the fiscal years ended December 31, 2005
and December 31, 2004, and for review of the Company's financial statements
included in the Company's quarterly reports on Form 10-Q, are as follows:
2005 2004
------- -------
$61,000 $79,651
12
AUDIT RELATED FEES
Audit related fees and expenses billed to the Company by BKD, LLP for
fiscal years 2005 and 2004 for services related to the performance of the audit
or review of the Company's financial statements that were not included under the
heading "Audit Fees" are as follows:
2005 2004
------- ------
$20,700 $6,010
TAX FEES
Tax fees and expenses billed to the Company for fiscal years 2005 and 2004
for services related to tax compliance, tax advice and tax planning, consisting
primarily of preparing the Company's federal and state income tax returns for
the previous fiscal periods and inclusive of expenses are as follows:
2005 2004
------ ------
$7,950 $7,500
ALL OTHER FEES
Fees and expenses billed to the Company by BKD, LLP for all other services
provided during fiscal years 2005 and 2004 are as follows:
2005 2004
------- -------
$21,000 $20,014
In accordance with Section 10A(i) of the Exchange Act, before BKD, LLP is
engaged by us to render audit or non-audit services, the engagement is approved
by our Audit Committee. None of the audit-related, tax and other services
described in the table above were approved by the Audit Committee pursuant to
Rule 2-01(c)(7)(i)(C) of Regulation S-X. None of the time devoted by BKD, LLP on
its engagement to audit the Company's financial statements for the year ended
December 31, 2005 is attributable to work performed by persons other than BKD,
LLP employees.
The affirmative vote of a majority of votes cast on this proposal, without
regard to abstentions or broker "non votes," is required for the ratification of
the appointment of BKD, LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF BKD, LLP AS OUR INDEPENDENT AUDITORS FOR THE YEAR 2006.
13
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
AMOUNT AND
NATURE OF BENEFICIAL OWNERSHIP
NAME OWNERSHIP AS A PERCENT OF CLASS
---------------------------------------------------------- -------------------- ---------------------
Vick N. Bowyer (Director)................................. 24,502(1) 1.03%
David W. Dick (Director).................................. 54,996(2) 2.30%
Terry J. Howard (Director and Executive Officer).......... 102,060(3) 4.27%
Terry T. Hutchison (Director)............................. 35,682(4) 1.49%
James D. Motley (Director)................................ 23,950(5) 1.00%
Joseph R. Schroeder (Director)............................ 49,582(6) 2.08%
John W. Welborn (Director)................................ 40,138(7) 1.68%
All directors and executive officers as a group (9 persons) 414,914 16.25%
----------------
(1) Includes 802 shares in the Naomi J. Bowyer Trust and 800 shares in the
Steven N. Bowyer Trust, trusts over which Mr. Bowyer has power of attorney
and 1,500 shares of restricted stock granted under the Company's
Recognition and Retention Plan which are subject to time and performance
vesting requirements. Also includes 19,800 stock options which are
currently exercisable.
(2) Includes 23,000 shares owned by Mr. Dick's wife's trust, 600 shares held
by Mr. Dick's wife's IRA, and 400 shares held by Mr. Dick's son, 6,082
shares of restricted stock granted under the Company's Recognition and
Retention Plan which are subject to time vesting requirements and an
additional 1,500 shares which are subject to time and performance vesting
requirements. Also includes 20,000 stock options which are currently
exercisable.
(3) Includes 9,800 shares held in Mr. Howard's IRA, 4,000 shares held in Mr.
Howard's wife's IRA, 27,859 held by the Bank's 401(k) plan, 8,649 shares
held by the ESOP for the account of Mr. Howard, 24,000 shares of
restricted stock granted under the Company's Recognition and Retention
Plan which are subject to time vesting requirements and an additional
5,178 shares which are subject to time and performance vesting
requirements. Also includes 22,174 stock options which are currently
exercisable.
(4) Includes 5,000 shares held in Mr. Hutchinson's IRA, 100 shares held by Mr.
Hutchinson's daughter, 6,082 shares of restricted stock granted under the
Company's Recognition and Retention Plan which are subject to time vesting
requirements and an additional 1,500 shares which are subject to time and
performance vesting requirements. Also includes 22,000 stock options which
are currently exercisable.
(5) Includes 1,500 shares of restricted stock granted under the Company's
Recognition and Retention Plan which are subject to time and performance
vesting requirements. Also includes 22,000 stock options which are
currently exercisable.
(6) Includes 3,000 shares held by Mr. Schroeder's children, 5,000 shares held
in Mr. Schroeder's IRA, 6,082 shares of restricted stock granted under the
Company's Recognition and Retention Plan which are subject to time vesting
requirements and an additional 1,500 shares which are subject to time and
performance vesting requirements. Also includes 22,000 stock options which
are currently exercisable.
(7) Includes 10,556 shares which are held in Mr. Welborn's wife IRA, 6,082
shares of restricted stock granted under the Company's Recognition and
Retention Plan which are subject to time vesting requirements and an
additional 1,500 shares which are subject to time and performance vesting
requirements. Also includes 22,000 stock options which are currently
exercisable.
14
SECURITY OWNERSHIP OF STOCKHOLDER
HOLDING 5% OR MORE
NAME AND ADDRESS OF NUMBER OF PERCENT
BENEFICIAL OWNER SHARES(1) OF CLASS
First BancTrust Corporation 243,184(2) 10.2%
Employee Stock Ownership Plan ("ESOP")
206 South Central Avenue
Paris, Illinois 61944
Bay Pond Partners, L.P. 189,400(3) 8.0%
75 State Street
Boston, Massachusetts 02109
Gerald R. Forsythe 165,000(4) 7.0%
1111 South Willis Avenue
Wheeling, Illinois 60090
Wellington Management Company, LLP 238,100(5) 10.0%
75 State Street
Boston, Massachusetts 02109
-----------------
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Exchange Act, a person or entity is considered to
beneficially own shares of Common Stock if the person or entity has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power
to dispose or direct the disposition of the shares. Unless otherwise
indicated, a person has sole voting power and sole investment power with
respect to the indicated shares.
(2) The First Banc Trust Corporation Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the First Banc Trust Corporation
Employee Stock Ownership Plan ("ESOP"). As of the record date, 90,606
shares held in the Trust were unallocated, and 152,578 shares held in the
Trust had been allocated to the accounts of participating employees. Under
the terms of the ESOP, the Trustee will generally vote the allocated
shares held in the ESOP in accordance with the instructions of the
participating employees. Unallocated shares held in the ESOP will
generally be voted by the ESOP Trustee in the same proportion for and
against proposals to stock holders as the ESOP participants and
beneficiaries actually vote shares of Common Stock allocated to their
individual accounts, subject in each case to the fiduciary duties of the
ESOP trustee and applicable law. Any allocated shares which either abstain
on the proposal or are not voted will generally be disregarded in
determining the percentage of stock voted will generally be disregarded in
determining the percentage of stock voted for and against each proposal by
the participants and beneficiaries.
(3) Based on a Schedule 13G amended joint filing on February 14, 2006 made on
behalf of Bay Pond Partners, L.P. ("Bay Pond"), a Delaware limited
partnership, Wellington Hedge Management, LLC ("WHML"), a Massachusetts
limited liability company which is the sole general partner of Bay Pond,
and Wellington Hedge Management, Inc. ("WHMI"), a Massachusetts
corporation which is the managing member of WHML. Bay Pond, WHML and WHMI
each beneficially own 189,400 shares and have shared voting and
dispositive power.
(4) Based on a Schedule 13D filing on May 6, 2002 made on behalf of Gerald R.
Forsythe. Mr. Forsythe has the sole power to vote and dispose of all of
the 165,000 shares.
(5) Based on a Schedule 13G amended filing on February 14, 2006 made on behalf
of Wellington Management Company, LLP ("WMC"), WMC, in its capacity as
investment adviser, may be deemed to beneficially own 238,100 shares which
are held of record by clients of WMC. WMC has shared voting and
dispositive power over 213,200 and 238,100 shares, respectively.
15
EXECUTIVE COMPENSATION
The following table shows, for the years ended December 31, 2005, 2004
and 2003, the cash compensation paid by the Bank, as well as certain other
compensation paid or accrued for those years, to the Chief Executive Officer and
other executive officers ("Named Executive Officers") who accrued salary and
bonus in excess of $100,000 in fiscal year 2005.
COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------
AWARDS PAYOUTS
----------------------------------------------------------------
SECURITIES
OTHER UNDERLYING ALL OTHER
ANNUAL RESTRICTED OPTIONS/ LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS SARS PAYOUTS SATION
POSITIONS YEAR ($)(1) ($) ($)(2) ($)(3) (#)(4) ($) ($)(5)
------------------- ---- -------- ------ ------------ ------------ ------------ -------- ----------
Terry J. Howard, 2005 $121,153 -- -- $ 63,430 -- -- $ 32,834
President and Chief 2004 114,400 6,864 -- -- -- 33,621
Executive Officer 2003 113,000 8,980 -- -- 22,174 -- 30,872
-----------------
(1) Includes a deferral of 5% of Mr. Howard's salary in years 2005, 2004, and
2003.
(2) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management of the
Company, the costs to the Company of providing such benefits to the named
executive officer during the year ended December 31, 2005 did not exceed
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for such individual.
(3) Based on the grant of 5,178 shares of restricted stock in 2005, subject to
time and performance vesting requirements, having a value of $12.25 per
share based on the December 30, 2005 closing price. As of December 31,
2005, Mr. Howard had a total of 14,778 shares of unearned restricted stock
pursuant to the Recognition Plan, which had a fair market value of
$181,030, at December 31, 2005.
(4) Stock options were awarded on May 15, 2003 and are currently exercisable.
(5) During the year ended December 31, 2005, consists of estimated allocations
under the ESOP of $20,048. Mr. Howard also received $10,900 in director's
fees from the Company and $906 in above-market interest on deferred
compensation. Comparable numbers for the two previous years are as
follows: for 2004, $23,270, $8,300, and $1,128, respectively, and for
2003, $22,214, $7,750, and $547.
BACKGROUNDS OF OUR OTHER EXECUTIVE OFFICERS
In addition to the information about our President and Chief Executive
Officer, Terry Howard, which is set forth on page 12, the following is
information about the Company's other executive officers.
16
Jack R. Franklin, Age 53, President of First Bank of Savoy (a division of
First Bank & Trust) September 2003 to present. An employee of the bank since
February of 1992. Has served in the capacities of Loan Officer, AVP Consumer
Lending, VP Consumer Lending, VP Operation/Marketing Director, SVP
Operations.
Ellen M. Litteral, Age 48, Treasurer and CFO since April 2001, Controller of
First Bank & Trust 1985-2001, BS Degree in Accounting, Illinois State
University.
TOTAL OPTIONS EXERCISED IN 2005 AND YEAR END VALUES
This table gives information for options exercised by each of the named
executive officers in 2005 and the value (stock price less exercise price) of
the remaining options held by those officers at year-end price of the Common
Stock.
FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT FISCAL
SHARES ACQUIRED VALUE REALIZED FISCAL YEAR-END (#)(1) YEAR END ($)(2)
ON EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
--------------- -------------- ------------------------- -------------------------
Terry J. Howard......... 0 0 22,174/0 $52,774/0
-------------------
(1) The options in this table have an exercise price of $9.87 and are
currently exercisable. The options expire ten years from the date of grant
(May 15, 2003).
(2) Based on market value of the underlying stock at the fiscal year end of
$12.25 minus the exercise price. The market price on March 10, 2006 was
$12.48 per share.
OPTION GRANTS IN 2005
The following table sets forth certain information concerning the number
and value of stock options granted in the last fiscal year to the individuals
named above in the summary compensation table:
(a) (b) (c) (d) (e)
% OF TOTAL OPTIONS
OPTIONS GRANTED TO EMPLOYEES
GRANTED IN FISCAL EXERCISE OR BASE EXPIRATION
NAME (#) YEAR PRICE ($/Sh) DATE
--------------- ------- --------------------- ---------------- ----------
Terry J. Howard 0 0 N/A N/A
17
OTHER COMPENSATION ARRANGEMENTS
EMPLOYMENT AGREEMENTS
First BancTrust and First Bank, as employers, have entered into an
employment agreement with Terry J. Howard pursuant to which the employers have
agreed to employ Mr. Howard as President and Chief Executive Officer of First
BancTrust and First Bank for a term of two years. The agreement provides that
Mr. Howard will initially be paid a salary level of $107,500. Mr. Howard's
compensation and expenses shall be paid by First BancTrust and First Bank in the
same proportion as the time and services actually expended by the executive on
behalf of each employer. The employment agreement will be reviewed annually. The
term of Mr. Howard's employment agreement shall be extended each year for a
successive additional one-year period upon the approval of the employers' Boards
of Directors, unless either party elects, not less than 30 days prior to the
annual anniversary date, not to extend the employment term. The employment
agreement shall be terminable with or without cause by the employers. Mr. Howard
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, disability or retirement. The agreement provides for
certain benefits in the event of Mr. Howard's death. In the event that
(1) either executive terminates his employment because the employers
either fail to comply with any material provision of the employment
agreement or change the executive's title or duties, or
(2) the employment agreement is terminated by the employers other than
for cause, disability, retirement or death or by the executive as a
result of certain adverse actions which are taken with respect to
the executive's employment following a change in control of First
BancTrust, as defined,
then the executive will be entitled to a cash severance amount equal to three
times his average annual compensation for the last five calendar years (or such
shorter period that he has worked with First Bank), plus the continuation of
certain miscellaneous fringe benefits, subject to reduction pursuant to Section
280G of the Internal Revenue Code as set forth below in the event of a change in
control.
A change in control is generally defined in the employment agreement to
include any change in control of First BancTrust required to be reported under
the federal securities laws, as well as (1) the acquisition by any person of 20%
or more of First BancTrust's outstanding voting securities and (2) a change in a
majority of the directors of First BancTrust during any three-year period
without the approval of at least two-thirds of the persons who were directors of
First BancTrust at the beginning of such period.
The employment agreement provides that, in the event any of the payments
to be made thereunder or otherwise upon termination of employment are deemed to
constitute "parachute payments" within the meaning of Section 280G of the
Internal Revenue Code, then such payments and benefits shall be reduced by the
minimum necessary to result in the payments not exceeding three times the
recipient's average annual compensation from the employers which was includable
in the recipient's gross income during the most recent five taxable years. As a
result, none of the severance payments will be subject to a 20% excise tax, and
the employers will be able to deduct such payments
18
as compensation expense for federal income tax purposes. Based upon compensation
levels at December 31, 2005, if a change in control was to occur, the severance
payment would be approximately $376,688 for Mr. Howard.
Although the above-described employment agreement could increase the cost
of any acquisition of control, First BancTrust and First Bank does not believe
that the terms thereof would have a significant anti-takeover effect.
401(k) PLAN
First Bank has a 401(k) Plan in which substantially all employees may
participate. First Bank may contribute to the 401(k) Plan at the discretion of
the Board of Directors.
VOLUNTARY EMPLOYEE'S BENEFIT ASSOCIATION
First Bank also maintains a voluntary employee's benefit association for
the benefit of substantially all of its full-time employees. Benefits available
under the voluntary employee's benefit association include major medical, life,
accidental death and dismemberment, and disability insurance. These benefits are
available to all employees who have attained a minimum age and length of
service. The voluntary employee's benefit association is funded through
voluntary contributions from employees and contributions from First Bank.
EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
First BancTrust has established an ESOP for employees of First BancTrust
and First Bank. Full-time employees who have been credited with at least 1,000
hours of service during a 12-month period and who have attained age 21 are
eligible to participate in our employee stock ownership plan.
The ESOP borrowed funds from First BancTrust to purchase 243,340 shares of
Common Stock in the Bank's conversion from mutual to stock form. The loan to our
ESOP will be repaid principally from our contributions to our ESOP over a period
of eight years, and the collateral for the loan will be the Common Stock
purchased by our ESOP. First BancTrust may, in any plan year, make additional
discretionary contributions for the benefit of plan participants in either cash
or shares of common stock, which may be acquired through the purchase of
outstanding shares in the market or from individual stockholders, upon the
original issuance of additional shares by First BancTrust or upon the sale of
treasury shares by First BancTrust. Such purchases, if made, would be funded
through additional borrowings by our ESOP or additional contributions from First
BancTrust. The timing, amount and manner of future contributions to our ESOP
will be affected by various factors, including prevailing regulatory policies,
the requirements of applicable laws and regulations and market conditions. The
ESOP is subject to the requirements of the Employee Retirement Income Security
Act of 1974, and the regulations of the Internal Revenue Service and the
Department of Labor thereunder.
2002 STOCK OPTION PLAN
An aggregate of 304,174 shares of Common Stock were reserved under the
2002 Stock Option Plan. At December 31, 2005, 304,174 options to acquire shares
of Common Stock had been granted and 299,974 are currently outstanding. All of
the outstanding options are currently exercisable.
19
2002 RECOGNITION AND RETENTION PLAN
The Recognition Plan acquired 121,670 shares of Common Stock. At December
31, 2005, 121,670 shares had been granted to directors and executive officers
and 40,788 of such shares had vested. Under the Recognition Plan, shares are
awarded as restricted stock which vests over a period specified by the Board or
the Compensation Committee. The restricted stock granted will vest over a
five-year period and 53,178 of such shares are subject to performance vesting
requirements.
DEFERRED COMPENSATION PLAN
The Deferred Compensation Plan allows those granted shares under the
Recognition Plan to defer the receipt of vested shares. At December 31, 2005,
38,226 vested shares had been deferred.
20
PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on
the Company's common stock ("FBTC"), with the cumulative return for the Nasdaq
Total Return Index and the SNL Less Than $250 Million Thrift Index over the same
period, assuming the investment of $100 on April 19, 2001, and reinvestment of
all dividends.
FIRST BANCTRUST CORPORATION
[PERFORMANCE GRAPH]
PERIOD ENDING
----------------------------------------------------------
INDEX 04/19/01 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
--------------------------- -------- -------- -------- -------- -------- --------
First BancTrust Corporation 100.00 133.01 149.81 221.45 220.60 232.21
NASDAQ Composite 100.00 89.58 61.63 92.84 101.34 103.55
SNL <$250M Thrift Index 100.00 122.90 153.15 213.09 216.27 209.03
SOURCE : SNL FINANCIAL LC, CHARLOTTESVILLE, VA (434) 977-1600
(C) 2005
21
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Bank makes loans to directors and executive officers from time-to-time
in the ordinary course of business. The Bank's current policy provides that all
loans made by the Bank to its directors and executive officers are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectability or present other unfavorable
features.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is comprised of Vick
N. Bowyer, David W. Dick, James D. Motley, and John W. Welborn, none of whom is
or was formerly an officer of the Company. Neither Vick N. Bowyer, David W.
Dick, James D. Motley, nor John W. Welborn had any relationship with the Company
which would have required disclosure in this Proxy Statement under the caption
"Transactions with Certain Related Parties." No executive officer of the Company
served as a director of any other for-profit entity in 2005 or on the
compensation committee of any such entity.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is comprised entirely
of independent Directors who meet the requirements of independence set forth in
the listing standards for The NASDAQ Stock Market. The Compensation Committee
reviews the Company's compensation and benefit policies, including the
individual salaries of the senior management, and submits recommendations to the
Board of Directors. The Compensation Committee met seven times during 2005.
The Compensation Committee determines annually the compensation to be paid
to the Chief Executive Officer and Senior Management. The Chief Executive
Officer does not participate in any discussion regarding his own compensation.
All decisions by the Committee relating to the compensation of the Company's
Chief Executive Officer and Senior Management are reviewed and given final
approval by the full Board of Directors. During 2005, no decisions of the
Committee were modified in any material way or rejected by the Board of
Directors.
The Compensation Committee has available to it an outside compensation
consultant, and has worked with the consultant to gather comparative
compensation data from independent sources and to develop a comprehensive
compensation program. The Company's compensation program for executives consists
of three elements:
- a base salary
- a performance-based annual bonus; and
- a long-term incentive in the form of incentive grants of
restricted stock.
SALARY. Base salaries are established for executive officers and senior
managers that are intended to be competitive and consistent with amounts paid
officers performing similar functions at comparable companies in our market
area. The Committee established a target range for base salaries that is within
15% of the median salary for each position reported by independent sources. The
Committee may adjust salaries within this range to reflect the executive's level
of responsibility, prior experience,
22
education, breadth of knowledge, and personal performance record. All of these
factors are considered on a subjective basis in the aggregate, and none of the
factors are accorded a specific weight. When establishing the salary of
executives other than his own, Mr. Howard participated in and made
recommendations to the Committee.
BONUS. The payment of the annual bonus is primarily contingent upon the
attainment of targeted annual net income goals that are established by the Board
of Directors at the beginning of each year. When approving bonuses, the
Committee also considers individual performance criteria in addition to
Company-wide objectives.
During 2005, aggregated bonus payments of $93,875 were paid to 86
employees based on performance for and accrued in 2004, and additional bonus
payments of $23,419 were paid to 34 employees in 2005 for 2005. The bonus paid
to Mr. Howard is set forth in the Compensation Table on page 16 and was
established pursuant to the bonus program. The Committee revamped the bonus
program for 2005 removing individual performance criteria from consideration in
favor of achieving Company-wide financial performance objectives. Since the
performance objectives were not met for 2005, no significant bonus payouts are
anticipated during 2006 for 2005.
STOCK OWNERSHIP. During 2005, the Committee approved restricted stock
grants from the 2002 Recognition and Retention Plan for twelve executives and
senior managers of 42,678 shares. These shares will be vested based on the
achievement of year-over-year goals for profitability improvement and cumulative
profitability over a five-year period beginning in 2006 established by the Board
of Directors. Grants made to Mr. Howard are set forth in the Compensation Table
on page 16. This program puts a significant portion of each officer's
compensation at risk contingent on improving profitability both in the near term
and the long term effectively aligning the executive officers' interests with
those of shareholders.
On April 22, 2002, stock grants of 32,000 shares from the Plan were
awarded to seven executives and senior managers which vest over a five year
period. As of December 31, 2005, sixty percent or 19,200 of those shares have
been transferred to those recipients. Mr. Howard has transferred 14,400 of these
shares of restricted stock to a Deferred Compensation Plan.
In addition, executives and senior manager have been granted 172,174 stock
options under the 2002 Stock Option Plan. At December 31, 2005, all of these
options are exercisable. Mr. Howard's currently holds options for 22,174 shares
that are exercisable.
The Committee established these plans and made the awards to enhance long
term financial performance by motivating executive officers and employees to
further the long term goals of the Company.
CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Committee establishes Mr.
Howard's salary after reviewing the factors and components described above. Mr.
Howard's salary in 2005 was based in part upon the Committee's satisfaction with
the following factors: market area expansion, loan portfolio growth, and overall
credit quality. The Committee during its review of comparative compensation data
from independent sources compiled and presented by an outside compensation
consultant recommended an increase to Mr. Howard's base salary of $5,500 during
the year. Mr. Howard did not receive a bonus in 2005. Mr. Howard did receive
other compensation including allocations under the ESOP, directors fees from the
Company, amounts paid for premiums on insurance polices with respect to Mr.
Howard and above-market interest on deferred compensation.
23
COMPLIANCE WITH SECTION 162(m) OF THE INTERNAL REVENUE CODE OF 1986.
Section 162(m) of the Internal Revenue Code limits the deductibility of annual
compensation in excess of $1.0 million paid to the Chief Executive Officer and
any of the four other highest paid officers, to the extent they are listed
officers on the last day of any given tax year. However, compensation is exempt
from this limit if it qualifies as "performance based compensation." Performance
based compensation generally includes only payments that are contingent on
achievement of performance objectives, and excludes fixed or guaranteed
payments. We believe performance based compensation is an important tool to
provide incentive to senior executives, matching their compensation levels to
our performance.
Although we will consider deductibility under Section 162(m) with respect
to the compensation arrangements for executive officers, deductibility will not
be the sole factor used in determining appropriate levels or methods of
compensation. Since our objectives may not always be consistent with the
requirements for full deductibility, we may enter into compensation arrangements
under which payments would not be deductible under Section 162(m).
CONCLUSION. The Compensation Committee believes that these executive
compensation policies and programs as described herein are effective in
promoting the interests of shareholders and the Company. The Committee has
adopted these policies to assure that executive officers and senior managers are
motivated to contribute to the long-term success of the Company for the benefit
of all shareholders.
Compensation Committee:
David W. Dick (Chair)
Vick N. Bowyer
James D. Motley
John W. Welborn
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. As noted
above, the Compensation Committee members are all independent directors who meet
the requirements of independence set forth in the listing standards for The
NASDAQ Stock Market. No member of the Compensation Committee is or was formerly
an officer or employee of the Company or its subsidiaries. No executive officer
of the Company or its subsidiaries serves as a member of the Board of Directors
or Compensation Committee of any entity that has one or more executive officers
serving as a member of the Company's Board of Directors, nor has such an
interlocking relationship existed in the past.
AUDIT COMMITTEE REPORT
The Audit Committee is comprised of four directors (Messrs. Vick N.
Bowyer, Terry T. Hutchison, James D. Motley, and John W. Welborn). Each of the
directors is independent, under the definition contained in Rule 4200(a)(15) of
the NASD's listing standards. The Board of Directors has adopted a written
charter for the Audit Committee, which was included as an Appendix to the Proxy
Statement for the 2005 Annual Meeting.
24
In connection with the audited financial statements contained in the
Company's 2005 annual report on Form 10-K for the fiscal year ended December 31,
2005, the Audit Committee reviewed and discussed the audited financial
statements with management and BKD, LLP. The Audit Committee discussed with BKD,
LLP the matters required to be discussed by SAS 61 (Codification of Statements
on Auditing Standards, AU Section 380). The Audit Committee has also received
the written disclosures and the letter from BKD, LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed with them their independence.
Based on the review and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2005.
THE AUDIT COMMITTEE
Vick N. Bowyer Terry T. Hutchison James D. Motley John W. Welborn
COMPLIANCE WITH SECTION 16
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that all Directors and Executives of the
Company filed all reports required on a timely basis pursuant to Section 16 of
the Securities Exchange Act of 1934, except as follows. Director Motley filed
one Form 4, reporting the purchase of 250 shares in August 2005, ten days late.
Director Dick filed one Form 4, reporting the exercise of Company stock options
and immediate sale of shares in September 2005, one day late. Director Dick also
failed to file one Form 4 in connection with the purchase of 400 shares in his
IRA in March 2003.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting of
Stockholders of the Company, must be received at the principal executive offices
of the Company, 206 South Central Avenue, P.O. Box 880, Paris, Illinois 61944,
Attention: Secretary, no later than November 17, 2006. If such proposal is in
compliance with all of the requirements of Rule 14a-8 promulgated under the
Exchange Act, it will be included in the Company's Proxy Statement and set forth
on the form of proxy issued for the next annual meeting of
25
stockholders. It is urged that any such proposals be sent by 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 Section 2.14 of
the Company's Bylaws, which provides that to be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, or
(b) 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 later
than 120 days prior to the anniversary date of the mailing of proxy materials by
the Company in connection with the immediately preceding annual meeting of
stockholders of the Company, or not later than November 17, 2006 in connection
with the next annual meeting of stockholders of the Company. 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 and (b) certain other information set forth in
the Bylaws. No stockholder proposals have been received by the Company in
connection with the Annual Meeting.
Whether or not you plan to attend the Meeting, please vote by marking,
signing, dating and promptly returning the enclosed proxy in the enclosed
envelope.
By Order of the Board of Directors,
David W. Dick, Corporate Secretary
26
[FBTC LOGO]
FIRST BANCTRUST CORPORATION
CORDIALLY INVITES YOU TO ATTEND THE
ANNUAL MEETING OF STOCKHOLDERS
MONDAY, APRIL 17, 2006
10:00 A.M. CDT
HUMAN,RESOURCES CENTER
118 EAST COURT STREET
PARIS,IL
DETACH PROXY CARD HERE
In their discretion, the proxies are authorized to vote with respect to the
election of any person as a director if the nominee is unable to serve or for
good cause will not serve, matters incident to the conduct of the meeting, and
upon such other matters as may properly come before the meeting. The Board of
Directors recommends that you vote FOR the nominees for director listed on the
reverse side hereof and FOR the proposal to ratify the independent auditors for
2006. You are encouraged to specify your choices by marking the appropriate
boxes on the reverse side; however, you need not mark any boxes if you wish to
vote in accordance with the Board of Directors' recommendations. This proxy may
not be voted for any person who is not a nominee of the Board of Directors of
the Company. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders of the Company called for April 17, 2006, a Proxy Statement for the
Annual Meeting and the 2005 Annual Report to Stockholders.
Dated:__________________________
Signature:______________________
Signature:______________________
Please sign exactly as your name(s) appear(s) on this proxy. Only one signature
is required in case of a joint account. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
DETACH ATTENDANCE CARD HERE AND MAIL WITH PROXY CARD
FIRST BANCTRUST CORPORATION
If you plan to personally attend the Annual Meeting of Stockholders on April 17,
2006, please check the box and list the names of attendees below.
Return this stub in the enclosed envelope with your completed proxy card.
I/We do plan to attend the Annual Meeting. [ ]
Names of persons attending:
______________________________________________
______________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE
OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
FIRST BANCTRUST CORPORATION REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST BANCTRUST
CORPORATION (THE "COMPANY") FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 2006 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company, or any
successors thereto, as proxies, with full powers of substitution, to vote the
shares of the undersigned at the Annual Meeting of Stockholders of the Company
to be held at the Human Resources Center located at 118 East Court Street,
Paris, Illinois, on Monday, April 17, 2006, at 10:00 a.m. Central Time, or at
any adjournment thereof, with all the powers that the undersigned would possess
if personally present, as indicated below.
1. Election of Directors
[ ] FOR all nominees listed (except [ ] WITHHOLD AUTHORITY to
as marked to the contrary.) vote for all nominees listed.
Nominees for three-year term: 01 Joseph R. Schroeder 02 James D. Motley
03 Vick N. Bowyer
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
___________________________________________________________________________
2. Proposal to ratify the appointment of BKD, LLP as the Company's independent
auditors for the year ending December 31, 2006.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
SHARES OF COMMON STOCK OF THE COMPANY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR THE PROPOSAL TO RATIFY THE
INDEPENDENT AUDITORS FOR 2006, AND OTHERWISE AT THE DISCRETION OF THE PROXIES.
(to be signed on the side)