SCHEDULE 14A INFORMATION
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 Sec. 240.14a-11(c) or
sec. 240.14a-12
LUXEMBURG BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0 11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Proxy
LUXEMBURG BANCSHARES, INC.
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned appoints Ronald A. Ledvina, Richard L.
Dougherty and Thomas J. Rueckl, and each of them, as proxies,
each with the power to appoint his substitute, and authorizes
each of them to represent and to vote, as designated below, all
of the shares of stock of Luxemburg Bancshares, Inc. held of
record by the undersigned on March 20, 2001 at the 2001 Annual
Meeting of Shareholders of Luxemburg Bancshares, Inc. to be held
on April 28, 2001 or at any adjournment thereof.
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" the election of
all nominees for directors.
Please mark boxes in blue or black ink.
1. ELECTION OF DIRECTORS:
FOR all nominees below to serve a three year term as
specified and until their successors are elected and
qualified (except as marked to the contrary below). [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below.[ ]
FOR all nominees, except as noted below. [ ]
(To withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list below)
Willard Marchant, John Slatky and Donald E. Pritzl
2. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
Please sign exactly as your name appears on
Shares. When shares are held by joint tenants,
both should sign. When signing as 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.
Date:_________________________________, 2001
___________________________________________
(Signature of Shareholder)
___________________________________________
(Signature of Shareholder - if held jointly)
___________________________________________
Number of Shares
Please mark, sign, date and return this
Proxy promptly using the envelope provided.
LUXEMBURG BANCSHARES, INC.
March 26, 2001
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of Luxemburg Bancshares, Inc., which will be held at
the Bank of Luxemburg, 630 Main Street, Luxemburg, Wisconsin, on
April 28, 2001, at 1:00 p.m. I look forward to meeting as many
of our shareholders as possible.
Details of the business to be conducted at the annual meeting are
given in the attached Notice of Annual Meeting of Shareholders
and Proxy Statement.
It is important that your shares be represented and voted at the
meeting. Therefore, I urge you to sign, date, and promptly
return the enclosed proxy in the enclosed postage paid envelope.
If your stock is jointly held, each of you MUST sign the enclosed
Proxy. If you decide to attend the annual meeting and vote in
person, you will of course have that opportunity.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of
Luxemburg Bancshares, Inc.
Sincerely,
John Slatky
President and Chief Executive Officer
LUXEMBURG BANCSHARES, INC.
630 Main Street
P. O. Box 440
Luxemburg, Wisconsin 54217-0440
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2001
March 26, 2001
To The Shareholders:
The annual meeting of the shareholders of Luxemburg Bancshares,
Inc. will be held at the Bank of Luxemburg, 630 Main Street,
Luxemburg, Wisconsin, on April 28, 2001, at 1:00 p.m. for the
following purposes:
1. To elect three directors.
2. To transact such other business as may properly come before
the meeting.
Only shareholders of record at the close of business on March 20,
2001 are entitled to notice of, and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Irvin G. Vincent,
Chairman of the Board of Directors
IMPORTANT
Whether or not you expect to attend in person, we urge you to
sign, date, and return the enclosed proxy at your earliest
convenience. This will ensure the presence of a quorum at the
meeting. Promptly signing, dating, and returning the proxy will
save the Company the expenses and extra work of additional
solicitation. An addressed envelope for which no postage is
required if mailed in the United States is enclosed for that
purpose. Sending in your proxy will not prevent you from voting
your stock at the meeting if you desire to do so, as your proxy
is revocable at your option.
LUXEMBURG BANCSHARES, INC.
630 Main Street
Luxemburg, Wisconsin 54217
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
To Be Held April 28, 2001
This proxy statement, which was first mailed to shareholders on
March 26, 2001, is furnished in connection with the solicitation
of proxies by the Board of Directors of Luxemburg Bancshares,
Inc. (the "Company"), to be voted at the annual meeting of the
shareholders of the Company, which will be held at 1:00 p.m. on
April 28, 2001, at the Bank of Luxemburg (the "Bank"), 630 Main
Street, Luxemburg, Wisconsin, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
Shareholders who execute proxies retain the right to revoke them
at any time prior to the exercise of the powers conferred
thereby, by delivering a signed statement to the Secretary of the
Company at or prior to the annual meeting or by executing another
proxy dated as of a later date. A proxy will be revoked if the
shareholder who executed it is present at the meeting and elects
to vote in person.
Shareholders of record at the close of business on March 20, 2001
will be entitled to vote at the meeting on the basis of one vote
for each share held. On March 20, 2001, there were 543,966
shares of Common Stock outstanding.
1. ELECTION OF DIRECTORS
Three directors are to be elected at the annual meeting. It is
intended that the accompanying proxy will be voted in favor of
the nominees named below to serve as directors unless the
shareholder indicates to the contrary on the proxy. Management
expects that each of the nominees will be available for election,
but if any of them is not a candidate at the time the election
occurs, it is intended that such proxy will be voted for the
election of another nominee to be designated by the Board of
Directors to fill any such vacancy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE "FOR" THE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS.
Nominees
The following three directors are nominated for re-election as
directors for a three year term to expire at the Company's Annual
Meeting of Shareholders in 2004:
WILLARD J. MARCHANT, - Age 75. Mr. Marchant has been retired
since 1984. He was the owner of Marchants Red Owl from 1947
until his retirement. He was extremely active in civic
organizations in the Brussels, Wisconsin area. Mr. Marchant has
been a director of the Bank since 1966 and a director of the
Company since 1983.
DONALD E. PRITZL, - Age 59. Mr. Pritzl was General Manager of
Casco FS Cooperative, a farm supply cooperative, with its main
office at Casco, Wisconsin and branches at Luxemburg and
Forestville until his retirement in 1999. Casco FS Cooperative
is a member of GROWMARK, INC. of Bloomington, Illinois. Mr.
Pritzl began his career as a GROWMARK employee in 1969 as sales
manager for Manitowoc Farmco Cooperative and has been manager of
Casco FS Cooperative since 1980. He has been a director of the
Bank since 1992 and a director of the Company since 1993.
JOHN A. SLATKY, - Age 49. Mr. Slatky is President, Chief
Executive Officer and a director of the Company and Vice Chairman
of the Bank of Luxemburg. He commenced employment with the Bank
in 1984 and has held various executive positions with the Company
or the Bank since 1986. He was employed at the Kimberly State
Bank from 1974 through 1983. Mr. Slatky has been a director of
the Company since 1987 and a director of the Bank since 1986.
Continuing Directors
The following directors have terms expiring at the Company's
Annual Meeting of Shareholders in 2002:
RICHARD L. DOUGHERTY, - Age 68. Mr. Dougherty has been sole
proprietor of Green Bay Highway Products, a highway products
supply company, since 1984. Before then, Mr. Dougherty was
employed by Culvert & Supply Co. He has been a director of the
Bank since 1992 and a director of the Company since 1993.
RONALD A. LEDVINA, - Age 55. Mr. Ledvina owns and operates
Ledvina Farms in a partnership with his brother. From 1969 to
1975 he was employed by Sentry Insurance as a computer programmer
and systems programmer. He was employed by Northwest Engineering
as a computer programming project leader from 1975 through 1980,
where he was responsible for financial and manufacturing computer
program development. Mr. Ledvina has been a director of the Bank
since 1989 and a director of the Company since 1989.
DAVID L. LUEBBERS, - Age 51. Mr. Luebbers, President and a
Director at the Bank, has held numerous officers positions since
1989. Mr. Luebbers is responsible for overseeing all loan
operations and managing the investment portfolio. Mr. Luebbers
also serves as one of the Company's Vice Presidents. He has been
a director of the Bank and the Company since 2000.
The following directors have terms expiring at the Company's
Annual Meeting of Shareholders in 2003:
IRVIN G. VINCENT, - Age 69. Mr. Vincent serves as Chairman of
the Board of the Company and the Bank. He is president and
founder of N.E.W. Plastics Corp., a Luxemburg business. He also
serves as Treasurer of Calwis Corp., a Green Bay company, and is
a partner in GBCAL Partnership in Green Bay, Wisconsin.
Mr. Vincent is a cost accountant by trade and has served on the
Bank's Board of Directors for 24 years with 13 years as Chairman
of the Board and is a past President of the Bank. He has been a
director of the Company since 1983.
THOMAS J. RUECKL, - Age 60. Mr. Rueckl has been a director of
the Bank since 1985 and a director of the Company since 1986. He
is currently Secretary of the Company. From 1963 to 1972, Mr.
Rueckl was employed as a Wisconsin licensed funeral director and
retail salesman/buyer for the McMahon Funeral Home/Furniture
Store in Luxemburg. From 1972 to present, he has served as
President and one-third owner of the business.
The directors of the Bank are currently the same as the directors
of the Company.
Information Regarding the Board and its Committees
The Bank's Board of Directors has an Audit and Examination
Committee, and an Executive Committee, which functions as the
Bank's Compensation Committee. There is no standing Nominating
Committee. Messrs. Marchant and Dougherty serve on the Audit and
Examination Committee, which meets with financial management,
supervises the internal audit effort, and meets with the
independent auditors to review internal accounting controls and
accounting, auditing, and financial reporting matters. For
additional information, see the Audit Committee Report and
Charter (Appendix A). Messrs. Vincent, Pritzl and Slatky serve
on the Executive Committee, which reviews the compensation of the
President and Chief Executive Officer and other officers of the
Bank and determines employee bonus plan allocations.
The Audit and Examination Committee of the Bank met four times
during fiscal 2000 and the Executive Committee of the Bank met
once during fiscal 2000. The entire Board of Directors of the
Bank met twenty-four times during fiscal 2000. All directors
attended 75% or more of the aggregate number of Board meetings
and committee meetings.
The Board of Directors of the Company met twelve times during
fiscal 2000. The Company's Board of Directors appointed Messrs.
Marchant and Dougherty to serve on the Company's Audit and
Examination Committee, which meets with the independent auditors
to review all accounting, audit and financial matters, including
the review of the quarterly filing. The Committee met three
times during 2000. The Company has no other standing committees.
All directors attended at least 75% of the aggregate number of
Board and Committee meetings.
Director Compensation
Non-employee directors are compensated at a rate of $600 per
month. The monthly compensation is invested in a deferred
compensation program until the retirement of the director at
which time it is paid to the director over a ten (10) year
period. The deferred compensation interest rate is determined by
the Board of Directors on or before January 31 for the then
current deferral year. The current rate is based on the prime
interest rate plus 2%.
The Chairman of the Board is compensated at a rate of $750 per
month. The compensation is invested in a deferred compensation
program on the same terms as the other directors.
In addition, all non-employee directors are compensated $100 per
meeting attended and $100 per day for time spent attending to
other banking related matters.
Related Transactions
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of business with certain of
its directors and executive officers and their associates. As of
December 31, 2000, the directors and executive officers of the
Company and their associates, as a group, were indebted to the
Bank in the aggregate amount of approximately $2,056,980. All
loans included in such transactions were made in the ordinary
course of business, on substantially the same terms (including
interest rate and collateral) as those prevailing at the time for
comparable transactions with other persons, and in the opinion of
management of the Company did not involve more than the normal
risk of collectibility or present other unfavorable features.
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS AND MANAGEMENT
The following table sets forth the beneficial ownership of
outstanding shares of the Company's Common Stock as of March 20,
2001 by the Company's current directors, the persons named in the
compensation table shown below, current directors and executive
officers as a group, and each person known to the Company to be
the beneficial owner of 5% or more of the Company's Common Stock.
Number of Shares Percentage of
Beneficially Owned Shares Outstanding
Richard L. Dougherty 4,054 *
Ronald A. Ledvina 4,214 *
David Luebbers 4,800 *
Willard J. Marchant 44,000 8.2%
P.O. Box 31
Brussels, WI 54204
Donald E. Pritzl 984 *
Thomas J. Rueckl 5,800 1.0%
John A. Slatky 5,706 1.0%
Irvin G. Vincent 39,790 7.4%
P.O. Box 480
Luxemburg, WI 54217
All directors and executive
officers as a group (10 persons) 114,928 21.3%
*Less than one percent.
EXECUTIVE COMPENSATION
The table below sets forth certain information with respect to
compensation paid to Mr. Slatky during the years presented. No
executive officer of the Company received a total salary and
bonus in excess of $100,000 in 2000.
Name and Annual Compensation All Other
Principal Position Year Salary Bonus Compensation (1)
John A. Slatky, 2000 $ 86,791 $ 4,680 $ 7,120
President and Chief 1999 $ 83,311 $ 7,920 $ 7,314
Executive Officer 1998 $ 71,135 $ 7,056 $ 3,401
(1) Represents Company contributions under the Company's 401(k)
and profit sharing plan.
AUDIT COMMITTEE REPORT
The Company has established a two-member audit committee within
the Board of Directors which currently consists of Willard
Marchant and Richard Dougherty.
The Board of Directors has determined that each of the two audit
committee members is an "independent director," as such term is
defined by Rule 4200(a)(14) of the National Association of
Securities Dealers' listing standards. The Board of Directors
has adopted a written audit committee charter, which charter is
set forth on Appendix A to this Proxy Statement.
The audit committee has reviewed and discussed the Company's
audited financial statements with management.
The audit committee has discussed with the independent auditors
the matters required to be discussed by Statement on Auditing
Standards No. 61 (SAS 61), "Communication with Audit Committees,"
as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
The audit committee has received the written disclosures and the
letter from the independent accountants required by Independence
Standards Board No. 1, "Independence Discussions with Audit
Committees," as amended, and has discussed with the independent
accountants the independent accountant's independence.
Based on the review and discussions referred to above, the audit
committee has recommended to the Board of Directors that the
audited financial statements be included in the Company's Annual
Report on Form 10-KSB for the last fiscal year.
The following table summarizes fees for professional
services rendered by the principal accountant for the most
recent fiscal year:
Audit Fees $33,600
Financial Information Systems
and Implementation Fees $0
All Other Fees $33,700
The audit committee has considered that the provision of the
services provided for is compatible with maintaining the
principal accountant's independence.
By: /s/ Richard L. Dougherty By: /s/ Willard Marchant
____________________________ ___________________________
Richard L. Dougherty Willard Marchant
OTHER MATTERS
Annual Report
The Company's Annual Report for the year ended December 31, 2000,
is being mailed to each shareholder with this proxy and proxy
statement. The Company's 2000 financial statements have been, and
the Company anticipates that its 2001 financial statements will
be, audited by Wipfli Ullrich Bertelson LLP. Representatives of
that firm are not expected to be present at the meeting.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires the
Company's officers and directors, and persons who own more than
ten percent of the Company's equity securities, to file reports
of ownership and changes in ownership on Forms 3, 4 and 5 with
the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required to furnish the
Company with copies of all Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms
it has received, the Company believes that all its officers,
directors and greater than ten percent beneficial owners compiled
with all filing requirements applicable to them with respect to
transactions during fiscal 2000 except for the following two
exceptions. Form 5 of Director and President John Slatky, which
was due to be filed before February 14th, was completed and
mailed on March 8, 2001. Form 3 of Treasurer and Chief Financial
Officer Sheri Knope, which was due to be filed before March 15,
2001, was completed and mailed on March 15, 2001.
Solicitation of Proxies
The proxy accompanying this proxy statement is solicited by the
Board of Directors of the Company. Proxies may be solicited by
officers, directors, and regular, supervisory and executive
employees of the Company, none of whom will receive any
additional compensation for their services. Such solicitations
may be made personally, or by mail, facsimile, overnight delivery
service, telephone, or messenger. The Company will pay persons
holding shares of Common Stock in their names or in the names of
nominees, but not owning such shares beneficially, such as
brokerage houses, banks, and other fiduciaries, for the expense
of forwarding solicitation materials to their principals. All of
the costs of solicitation of proxies will be paid by the Company.
Voting Procedures
The votes of shareholders present in person or represented by
proxy at the meeting will be tabulated by an inspector of
elections appointed by the Company. The nominees for directors
of the Company who receive the greatest number of votes cast by
shareholders present in person or represented by proxy at the
meeting and entitled to vote thereon will be elected directors of
the Company.
Abstentions will have no effect on the outcome of the vote for
the election of directors. If a broker indicates on the proxy
that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be
considered present with respect to that matter.
Other Proposed Action
The Board of Directors does not intend to bring any other
business before the meeting, and so far as is known to the Board,
no matters are to be brought before the meeting except as
specified in the notice of the meeting. However, as to any other
business which may properly come before the meeting, it is
intended that proxies, in the form enclosed, will be voted in
respect thereof in accordance with the judgment of the persons
voting such proxies.
Future Shareholder Proposals
Any shareholder proposals intended for consideration at the 2002
Annual Meeting of Shareholders must be received by the Company by
November 26, 2001 for consideration of inclusion in the Company's
proxy statement related to that meeting. A shareholder proposal
or nomination for director must be received by January 28, 2002,
and meet all other applicable legal requirements, including those
specified in the Company's bylaws, for consideration at the
meeting.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR FISCAL
2000 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ARE
AVAILABLE TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO
THE SECRETARY OF THE COMPANY AT 630 MAIN STREET, P.O. BOX 440,
LUXEMBURG, WISCONSIN 54217-0440. EXHIBITS TO THE FORM 10-KSB
WILL BE FURNISHED UPON PAYMENT OF THE REASONABLE EXPENSES OF
FURNISHING THEM.
By Order of the Board of Directors
Donald E. Pritzl
Secretary
Luxemburg, Wisconsin
March 26, 2001.
Appendix A
AUDIT COMMITTEE
The Board of Directors of the Holding Company shall, at its
organizational meeting held immediately following the Annual
Meeting of Shareholders, elect an audit committee consisting of
two or more members of the Board, none of whom are operating
officers of the Holding Company. In addition, the adequacy of
the audit committee's charter shall be reviewed and reassessed at
that time.
The Board of Directors of the Bank shall, at its organizational
meeting held immediately following the Annual Meeting of
Shareholders, elect an audit committee consisting of two or more
members of the Board, none of whom may be operating officers of
the Bank. It is assumed that members of the Bank's audit
committee will be the same as the members of the Holding Company
audit committee. Members of the audit committee cannot
simultaneously serve on the financial services committee.
The audit committee shall appoint a chairman, who shall be a
member of such committee, and a secretary, who need not be a
member of such committee.
The committee shall meet at the call of its Chairman or at the
request of two of its members, at least semiannually.
* The audit committee shall, at least annually, cause suitable
examinations of the assets and affairs of the holding
Company and Bank to be made by an outside auditor in order
to ascertain whether adequate internal audit controls and
procedures are maintained.
* The outside auditor is ultimately accountable to the Board
of Directors and the audit committee as representatives of
shareholders.
* As shareholder representatives, the Board of Directors and
audit committee have the ultimate authority and
responsibility to select, evaluate, and, where appropriate,
replace the outside auditor.
* The audit committee is responsible for ensuring its receipt
from the outside auditors of a formal written statement
delineating all relationships between the auditor and the
Holding Company and the Bank.
* The audit committee is also responsible for engaging in a
dialogue with the auditor with respect to any disclosed
relationships or services that may impact the objectivity
and independence of the auditor and for taking appropriate
action to ensure the independence of the outside auditor.
* The independent auditor is to discuss with the audit
committee the auditor's judgments about the quality of the
Holding Company's and Bank's accounting principles as
applied in its financial reporting. A written report of the
independent auditor's report shall be reviewed by the
committee and presented to the entire Board as soon as
practical after its review. The auditor's report shall be
made part of the committee's record, along with actions
taken on recommendations made by the independent audit.
The audit committee shall examine all reports of examination made
by the examining staff of any governmental regulatory agencies.
The results of each such examination shall be reported in
writing, to the Board of Directors, at its regular meeting next
following the completion thereof, and the committee shall
recommend any action which may be necessary to correct any
unsatisfactory conditions. Such reports shall be noted in the
minutes of the Board of Directors and made a part of the records
of the Holding Company and Bank.