SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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Filed by a Party other than the Registrant [ ]
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[ ] 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 ss.240.14a-12
Tri City Bankshares Corporation
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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 12, 2002
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 12, 2002 at 9:30 a.m.,
for the following purposes:
(1) To elect thirteen members of the Board of Directors to serve until the
2003 Annual Meeting of Shareholders and until their successors are
elected and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on April 24, 2002
will be entitled to notice of, and to vote at, the Annual Meeting, or at any
adjournment thereof.
All shareholders are cordially invited to attend and participate in the Annual
Meeting in person. Those who do not expect to attend the Annual Meeting are
urged to sign and return the enclosed proxy. Your proxy will not be used if you
subsequently decide to attend the Annual Meeting and desire to vote your shares
in person, or if you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/s/Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2002
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
----------------------------
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tri City Bankshares Corporation (the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held at Tri City
National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on June 12,
2002, at 9:30 a.m., for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The solicitation is made by the mailing of this
Proxy Statement with its enclosures. No other solicitation is contemplated,
however, if it is necessary to assure adequate attendance at the Annual Meeting,
the Corporation's Board of Directors may, if it deems it advisable, make a
further solicitation by mail, telephone, facsimile, and/or personal interview
for proxies. Such solicitation will be made by the officers of the Corporation
and will be limited in extent. The total expense of the solicitation, including
reimbursement of banks, brokerage firms, custodians, nominees, and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Corporation's common stock, $1.00 par value (the
"Common Stock"), will be borne by the Corporation. The approximate date on which
this Proxy Statement and accompanying proxy card are first being mailed to
shareholders is May 7, 2002.
Shareholders are asked to complete, sign, and return the enclosed proxy. The
proxy may be revoked by you at any time before it is voted at the Annual
Meeting. Prior to the Annual Meeting, this may be done by execution of a
later-dated proxy or by written revocation sent to the Secretary of the
Corporation, Mr. Scott A. Wilson, at the office of the Corporation, 6400 South
27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may be revoked
at the Annual Meeting by oral or written request to the Secretary of the
Corporation.
Only shareholders of record at the close of business on April 24, 2002 (the
"Record Date") will be entitled to vote at the meeting. There were 2,644,908
shares of the Common Stock of the Corporation outstanding on that date, each
share being entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the Record Date is required for a quorum with
respect to the matters on which action is to be taken at the Annual Meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining a quorum. They will have no effect on the outcome of
voting in the election of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to the Corporation
by the persons named below and sets forth, as of February 28, 2002, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and officers of the
Corporation as a group. Except as otherwise indicated, the address of each
beneficial owner of more than 5% of the Common Stock listed below is 6400 South
27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------ ------------- ---------
Frank J. Bauer 25,044 Shares (3) *
Sanford Fedderly 71,002 Shares (4) 2.7%
William Gravitter 206,137 Shares (5) 7.8%
Henry Karbiner, Jr 68,747 Shares (6) 2.6%
William L. Komisar 1,880 Shares *
Christ Krantz 72,322 Shares 2.7%
William P. McGovern 12,000 Shares *
Robert W. Orth 10,496 Shares (7) *
Ronald K. Puetz 445,472 Shares (8) 16.8%
Agatha T. Ulrich 766,625 Shares (9) 29.0%
David A. Ulrich, Jr 64,538 Shares 2.4%
William J. Werry 34,500 Shares (10) 1.3%
Scott A. Wilson 12,214 Shares (11) *
All directors and officers 1,730,863 Shares 65.4%
as a group (16 persons)
----
* Less than 1%.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote, and beneficial ownership, as shown in the foregoing table,
arises from sole voting and investment power, except as otherwise
indicated by footnote.
(2) Percentages are based upon the 2,644,911 shares issued and outstanding as
of February 28, 2002.
(3) Includes 2,500 shares registered in the name of Mr. Bauer and his wife,
as joint tenants, as to which Mr. Bauer has shared voting and investment
power, and 880 shares registered in the name of Mrs. Bauer.
(4) Includes 35,180 shares registered in the name of Mrs. Roberta C. Fedderly
1991 Revocable Trust, 33,757 shares registered to the Sanford Fedderly
1991 Revocable Trust, and 2,000 shares held in a self-directed individual
retirement account ("IRA") for the benefit of Mr. Fedderly.
(5) Includes 3,850 shares registered in the name of Mrs. Gravitter.
(6) Includes 5,500 shares registered in the name of Mrs. Karbiner, and
13,389 shares and 357 shares held in self-directed IRAs for the benefit of
Mr. Karbiner and Mrs. Karbiner, respectively.
(7) Includes 1,622 shares in accounts for Mr. Orth's children for which he is
custodian.
(8) Includes 785 shares registered in the name of Mrs. Puetz, 2073 shares
registered in the name of Mr. Puetz and his wife as joint tenants, as to
which Mr. Puetz has shared voting and investment power, and 2,386 shares
held in a self-directed IRA for the benefit of Mr. Puetz. Also includes
431,151 shares held in the Agatha T. Ulrich Marital Trust for which
Mr. Puetz exercises shared voting and investment power as a trustee and as
to which he disclaims beneficial ownership.
(9) Includes 9,162 shares registered in the name of NDC, LLC of which Mrs.
Ulrich is a principal shareholder, and 39,398 shares held in a self
directed IRA for the benefit of Mrs. Ulrich. Includes 275,098 shares held
under agreements with members of Mrs. Ulrich's family under which she
exercises no voting power but has right of first refusal on sale of stock.
Includes 442,967 shares held in the Agatha T. Ulrich 1998 Living Trust to
which Mrs. Ulrich has sole voting privileges.
(10) Includes 26,552 shares registered in the name of Mr. Werry and his wife
as joint tenants, as to which Mr. Werry has shared voting and investment
power. Also includes 2,428 shares registered in the name of Mrs. Werry.
(11) Includes 7,752 shares registered in the name of Mr. Wilson and his wife,
as to which Mr. Wilson has shared voting and investment power, and 3,156
shares and 1,306 shares held in self-directed IRAs for the benefit of
Mr. Wilson and Mrs. Wilson, respectively.
The Corporation knows of no contractual arrangements, including the pledge of
its securities, which might result in a change of control of the Corporation.
ELECTION OF DIRECTORS
The Board of Directors proposes that the thirteen (13) nominees named below be
elected to serve as directors for the ensuing year and until their successors
are elected and qualified. Proxies received by the Board of Directors will be
voted FOR the election of the following thirteen (13) persons, unless otherwise
indicated, but, if any such nominee is unable to serve, due to presently
unforeseen circumstances, proxies may be voted for another person nominated by
the Board of Directors. Directors are elected by a plurality of the votes cast
by holders of the Corporation's Common Stock entitled to vote at a meeting at
which a quorum is present. In other words, the thirteen directors who receive
the largest number of votes will be elected as directors. Any shares not voted,
whether by withheld authority, broker non-vote or otherwise, will have no effect
in the election of directors except to the extent that the failure to vote for
an individual results in another individual receiving a larger number of votes.
Any votes attempted to be cast "against" a candidate are not given legal effect
and are not counted as votes cast in an election of directors.
All of the persons nominated as directors are currently directors of the
Corporation and were elected at the last annual meeting held on June 13, 2001
for a one year term which expires at the 2002 Annual Meeting. All of the
nominees have consented to serve if elected, and the Board of Directors is not
aware of any nominee who may be unable to serve as a director. The directors and
officers of the Corporation beneficially own a majority of the Corporation's
outstanding Common Stock. Accordingly, assuming that all directors and executive
officers vote for the nominees listed below, election of such nominees is
assured.
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
---- ----- --- ------------------------------------
Frank J. Bauer 1990 75 Director of the Corporation. President of Frank Bauer
Construction Company, Inc. Director of Tri City National Bank.
Sanford Fedderly 1980 67 Director of the Corporation. Retired Registered Pharmacist.
Retired President of Tri City Pharmacy, Inc., Oak Creek,
Wisconsin. Director of Tri City National Bank.
William Gravitter 1980 73 Director of the Corporation. President of Hy-View Mobile Home
Park. Director of Tri City National Bank.
Henry Karbiner, Jr. 1980 61 President, Chief Executive Officer and Chairman of the Board
of the Corporation since October, 1998. Treasurer and a
Director of the Corporation. Executive Vice President and
Secretary of the Corporation from January, 1989 to October,
1998. Chairman of the Board and Chief Executive Officer of
Tri City National Bank from October, 1998 to present.
President of Tri City National Bank from June, 1987 to
January, 2000.
William L. Komisar 1999 49 Director of the Corporation. Partner - Komisar, Brady & Co.,
LLP, CPAs. Director of Tri City National Bank.
Christ Krantz 1980 77 Director of the Corporation. President of Krantz Realty,
Inc.. Vice President and Secretary of KRK, Inc., which owns
Ramada Airport Motel, Milwaukee, Wisconsin. Partner in
Veterans Linen Supply Company. Director of Tri City National
Bank.
William P. McGovern 1980 86 Director of the Corporation. Semi-retired Attorney-at-Law,
Milwaukee, Wisconsin. Director of Tri City National Bank.
Robert W. Orth 1996 55 Senior Vice President and a Director of the Corporation
since 1996. Executive Vice President and director of Tri
City National Bank since 1996. Senior Vice President of
Bank One, Milwaukee, NA from 1979 to 1996.
Ronald K. Puetz 1988 53 Executive Vice President of the Corporation since June,
2000 and a Director. Senior Vice President of the
Corporation from January, 1990 to June, 2000. President of
Tri City National Bank from January, 2000 to present.
Executive Vice President of Tri City National Bank from
January, 1990 to January, 2000. Director of Tri City
National Bank.
Agatha T. Ulrich 1999 73 Director of the Corporation. Chairman and director of NDC,
LLC Director of Tri City National Bank.
David A. Ulrich, Jr. 1997 41 Director of the Corporation. Retired Vice President and a
Director of Mega Marts, Inc. Retired Vice President and
Director of NDC, Inc. Director of Tri City National Bank.
William J. Werry 1980 75 Director of the Corporation. Retired Unit President of Tri
City National Bank. Director of Tri City National Bank.
Scott A. Wilson 1990 55 Secretary of the Corporation since October 14, 1998.
Senior Vice President and a Director of the Corporation.
Executive Vice President and a Director of Tri City
National Bank.
There is a family relationship between three of the nominees for directorship.
Mr. Ulrich is Mrs. Ulrich's son and Mr. Bauer is Mrs. Ulrich's brother.
The Corporation's Board of Directors has standing Audit and Executive
Committees. The Executive Committee is composed of Messrs. Fedderly, Gravitter,
Karbiner, Krantz and Puetz. The Executive Committee's purpose is to exercise the
powers of the full Board between regular meetings of the Board. During 2001, the
Executive Committee held no meetings. The Corporation has an Audit Committee
composed of independent directors. Information regarding the functions performed
by the Audit Committee, its membership, and the number of meetings held during
the fiscal year, is set forth in the "Report of the Audit Committee," included
in this Proxy Statement. The Board of Directors has not appointed a nominating
committee, and the review of recommendations for, and the selection of, nominees
to Board membership is handled by the Board serving as a committee of the whole.
If shareholders were to recommend nominees for directors, the full Board would
consider such persons. Shareholders are entitled to nominate persons from the
floor at the Annual Meeting, but it is intended that the proxies solicited with
the Proxy Statement will be voted for the slate of the thirteen persons listed
in the table above as nominees to the Board of Directors. The Board of Directors
does not have a compensation committee.
The Board of Directors held four meetings during 2001. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 2001, except for Mr. Gravitter, Mr. Krantz and Mrs. Ulrich.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Corporation's financial reporting process on
behalf of the Board of Directors. The Audit Committee is governed by a written
charter approved by the Board of Directors, (a copy of which was included in the
Corporation's proxy materials relating to the Corporation's June 13, 2001 annual
meeting of shareholders). The current members of the Audit Committee, all of
whom are non-employee directors, are Messrs. Komisar (Chair), Werry, Fedderly,
Krantz and McGovern. The members of the Audit Committee are independent in
accordance with the definition of independence in Rule 4200(a)(15) of the NASD
listing standards.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management including the 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.
The Audit Committee reviewed the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Corporation's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the matters required to be discussed
by Statement on Accounting Standards No. 61 and the auditors' independence from
management and the Corporation. The Audit Committee has received the written
disclosures from Ernst & Young, LLP required by the Independence Standards Board
Standard No. 1.
The Audit Committee discussed with the Corporation'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 Corporation's internal controls, and the overall quality of
the Corporation's financial reporting. The Audit Committee held three meetings
during fiscal 2001.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended 2001 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have also recommended the
selection of the Corporation's independent auditors.
William L. Komisar, Audit Committee Chair
William J. Werry, Audit Committee Member
Sanford Fedderly, Audit Committee Member
Christ Krantz, Audit Committee Member
William P. McGovern, Audit Committee Member
March 13, 2002
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Corporation and
its subsidiaries during the fiscal years ended December 31, 2001, 2000 and 1999
to each of the most highly compensated executive officers of the Corporation
whose total annual cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ------------------- All Other
Principal Position Year Salary ($) Bonus ($) Compensation($)(1)
- ------------------ ---- ---------- --------- -----------------
Henry Karbiner, Jr. 2001 $390,730 $77,800 $8,500
President and Chief 1999 361,230 75,600 8,500
Executive Officer and 1998 307,376 54,232 8,121
Treasurer
Ronald K. Puetz, 2001 232,238 46,000 8,500
Executive Vice 2000 214,405 44,730 8,500
President 1999 158,106 27,981 8,121
Robert W. Orth, 2001 193,619 38,200 8,500
Senior Vice 2000 178,499 37,170 8,500
President 1999 157,369 28,000 8,121
Scott A. Wilson, 2001 185,793 36,600 8,500
Senior Vice 2000 171,799 35,490 8,500
President and Secretary 1999 143,925 25,169 7,991
(1) All other compensation represents the Corporation's matching contribution
to the employee's 401(k) plan.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive compensation, including that of the C.E.O., consists primarily of
salary and cash bonus. The C.E.O.'s compensation is determined in the same
manner as the other executives.
The bonus portion of executive compensation is based on the Corporation's return
on average assets. If the return on assets for the twelve-month period ending in
November is less than the minimum amount of one percent (1%), no cash bonuses
are paid. If the return on average assets exceeds the minimum, the bonus is
computed as a percentage of salary based on a formula such that as the return on
average assets increases, the bonus percentage increases. The board may exercise
discretion on the impact of certain non-recurring, extra ordinary income and
expenses when considering the bonus percentage. The same bonus percentage is
applied to all officers of the Corporation.
Except for the bonus, there is no specific relationship between corporate
performance and executive salaries and benefits. In 2001, executive compensation
was determined by the President of the Corporation considering the following
factors without assigning any relative weight or importance to any factor:
1. Current compensation;
2. Cost of living;
3. Salaries paid to executives at other banks;
4. Performance of the bank during the prior year;
5. Prospects of future growth and performance; and
6. The individual performance of the executive.
Stock price is not a factor in determining executive salaries or bonuses.
The salaries determined by the President were submitted to the full Board of
Directors for approval. After reviewing the recommendations, the Board members
had an opportunity to discuss any factors they deemed relevant - there was no
agenda or specific list of factors to be discussed. The recommendations of the
President were approved by the Board without adjustment. The following members
of the Board of Directors are officers of the Corporation and/or its banking
subsidiary:
Henry Karbiner Robert W. Orth Ronald K. Puetz
Scott A. Wilson
The Corporation continues to follow its long-standing policy of not providing
its executives with many of the non-cash perquisites given to executives of
similar companies. Executives receive no stock rights, options, warrants or
stock appreciation rights. The Corporation does not provide memberships for its
executives in country clubs or other social clubs. Also, executives receive no
special retirement benefits or deferred compensation - they participate in the
same retirement plan provided to non-executive employees of the Corporation.
By the Board of Directors
Frank J. Bauer Sanford Fedderly William Gravitter
Henry Karbiner, Jr. William L. Komisar Christ Krantz
William McGovern Robert W. Orth Ronald K. Puetz
Agatha T. Ulrich David A. Ulrich, Jr. William J. Werry
Scott A. Wilson
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative stockholder return on the Corporation's
Common Stock over the last five fiscal years compared to the returns of the
Standard & Poor's 500 Stock Index and Major Regional Bank Index compiled by
Standard & Poor's and consisting of 20 regional banks, assuming that $100 is
invested on December 31, 1996 with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S&P 500 BANKS BANKSHARES
- --------------------- ------- -------- ----------
1996 100.00 100.00 100.00
1997 133.36 145.23 114.84
1998 171.48 154.00 131.49
1999 207.56 132.75 150.30
2000 188.66 158.05 172.45
2001 166.24 158.08 195.06
DIRECTOR COMPENSATION
Directors of the Corporation also serve as directors of Tri City National Bank,
the Corporation's banking subsidiary. Directors who are not officers of the
Corporation received an annual fee of $7,200, $700 for each Bank Board meeting
attended and $300 for each Corporation Board meeting attended. The Corporation
also paid the following fees to directors for chairing, serving on and attending
meetings of committees of the Board of Directors of the Corporation or of Tri
City National Bank: Sanford Fedderly, $11,800; William Gravitter; $16,050;
William Komisar, $1,800; Christ Krantz, $5,200; William Werry, $3,600.
In addition, in 2001, Mr. Werry received $13,200 for consulting services
performed for the Corporation and Mr. McGovern received $9,200 for legal
services to the Board.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 2001 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners or in which they have a substantial interest. The loans made
by the Corporation's banking subsidiary were made to the Corporation's officers
and directors and certain of the companies with which they are associated in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
unaffiliated persons or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
Mrs. Agatha T. Ulrich, director of the Corporation, is a principal shareholder
in a corporation that owns buildings occupied by the Corporation's central
office (the "Central Office") in Oak Creek, and a Tri City National Bank branch
office located in Milwaukee. The Central Office building lease has a five-year
term, through 2006 and the branch office has an eight-year lease term, through
2010. The annual rent for 2001 paid in connection with all of the aforementioned
leases was $214,920, subject to adjustment as a result of increases in the
consumer price index. Pursuant to the Central Office lease only, the Corporation
is also obligated to pay property taxes, insurance and maintenance costs
associated with the building.
OTHER BUSINESS
The Board of Directors knows of no other business, which may come before the
Annual Meeting. In the event that any other business not known or determined at
this time does properly come before the Meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the Proxy Statement.
Nominees receiving the largest number of affirmative votes cast will be elected
as directors up to the maximum number of directors to be chosen at the election.
Votes that are withheld and broker nonvotes will have no impact on the election
of directors.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of Tri City Bankshares Corporation has reappointed Ernst
& Young, LLP as independent auditors to audit the financial statements of the
Corporation for the current fiscal year.
AUDIT FEES. The aggregate fees billed for professional services rendered by the
independent auditors for (1) the audit of the Corporation's financial statements
as of the year ended December 31, 2001 and (2) the review of the financial
statements included in the Corporation's Quarterly Reports on Form 10-Q for the
year were $71,200.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. No fees were
billed for professional services rendered by the independent auditors during
2001 for (1) operating, or supervising the operation of, the Corporation's
information systems or managing its local area networks and (2) designing or
implementing a hardware or software system that aggregates source data
underlying the Corporation's financial statements or generates information that
is significant to its financial statements taken as a whole.
ALL OTHER FEES. The aggregate fees billed by the independent auditors during
2001 for non-audit and non-information systems related services were $24,100.
The Audit Committee has considered whether the provision of financial
information systems design and implementation services and other non-audit
services is compatible with the independent auditors' independence and satisfied
itself as to the auditors' independence.
Representatives of the firm of Ernst & Young, LLP are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the Corporation's Proxy
Statement for its 2003 Annual Meeting of Shareholders must be received by the
Corporation no later than January 7, 2003. The Corporation's By-Laws currently
do not restrict shareholders from making proposals or director nominations at
the Annual Meeting.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an interest adverse
to the Corporation or any of its subsidiaries in any material pending legal
proceedings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors to file reports with the Securities and Exchange
Commission disclosing their ownership, and changes in their ownership of stock
in the Corporation. Copies of these reports must also be furnished to the
Corporation. Based solely on a review of these copies, the Corporation believes
that during 2001, its officers and directors complied with all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934.
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2001 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 24, 2002 RECORD DATE BY WRITTEN REQUEST TO SCOTT A. WILSON,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK, WISCONSIN
53154, (414) 761-1610.
By Order of the Board of Directors
/s/Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2002
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 2002 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE.
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 12, 2002
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints William Gravitter and Henry Karbiner, Jr. and
each of them, with full power to act without the others and with full power in
each to appoint his substitute or substitutes, as the undersigned's proxy to
vote all of the shares which the undersigned may be entitled to vote at the
Annual Meeting of the Shareholders of Tri City Bankshares Corporation, a
Wisconsin corporation, to be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 12, 2002 at 9:30 A.M.,
and at any adjournment or adjournments of said meeting, on the following
matters:
1. Election of Directors :
FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote |_|
(or their substitutes if any
nominees shall be unable to
stand for election)
FRANK BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR.,
WILLIAM L. KOMISAR, CHRIST KRANTZ, WILLIAM P. MCGOVERN, ROBERT W. ORTH,
RONALD K. PUETZ, AGATHA T. ULRICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY,
SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(Over)
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The Board of Directors recommends a vote FOR item 1.
2. In their discretion on such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Date , 2002
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Please sign exactly as name appears hereon. For
joint accounts, all owners should sign. Executors,
Administrators, Trustees, etc., should so indicate
when signing.