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 240.14a-
11(c) or 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 James J. Jadin, Willard J.
Marchant and Donald E. Pritzl, 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 5, 1999 at the 1999 Annual Meeting
of Shareholders of Luxemburg Bancshares, Inc. to be
held on April 24, 1999 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 and "FOR"
the proposals to adopt the Employee Stock Purchase Plan
and Directors Stock Purchase Plan.
Please mark boxes in blue or black ink.
1. ELECTION OF DIRECTORS:
FOR all nominees below to serve a three year term
and until their successors are elected and qualified
(except as marked to the contrary below). [ ]
WITHHOLD AUTHORITY to vote for all nominees listed
below. [ ]
(To withhold authority to vote for any individual
nominee, strike a line through that nominee's name
in the list below)
Richard L. Dougherty and Ronald A. Ledvina.
2. PROPOSAL TO ADOPT EMPLOYEE STOCK PURCHASE PLAN:
FOR adoption of Employee Stock Purchase Plan [ ]
AGAINST adoption of Employee Stock Purchase Plan [ ]
ABSTAIN from voting on adoption of Employee Stock
Purchase Plan [ ]
3. PROPOSAL TO ADOPT DIRECTOR STOCK PURCHASE PLAN:
FOR adoption of Director Stock Purchase Plan [ ]
AGAINST adoption of Director Stock Purchase Plan [ ]
ABSTAIN from voting on adoption of Director Stock
Purchase Plan [ ]
4. 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 below.
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:___________________________________________, 1999
_______________________________________________________
(Signature of Shareholder)
Please mark, sign, date and return this Proxy promptly using the
envelope provided.
--------------------------------------------------------
(Signature of Shareholder - if held jointly)
LUXEMBURG BANCSHARES, INC.
March 25, 1999
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 24, 1999, 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 24, 1999
March 25, 1999
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 24,
1999, at 1:00 p.m. for the following purposes:
1. To elect two directors.
2. To consider and act upon a proposal to adopt the
Employee Stock Purchase Plan.
3. To consider and act upon a proposal to adopt the
Director Stock Purchase Plan.
4. To transact such other business as may properly
come before the meeting.
Only shareholders of record at the close of business on
March 5, 1999 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 24, 1999
This proxy statement, which was first mailed to
shareholders on March 25, 1999, 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 24, 1999, 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 5, 1999 will be entitled to vote at the meeting
on the basis of one vote for each share held. On March
5, 1999, there were 243,501 shares of Common Stock
outstanding.
1. ELECTION OF DIRECTORS
Two 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 two directors are nominated for re-
election as directors for a three year term to expire
at the Company's Annual Meeting of Shareholders in
2002:
RICHARD L. DOUGHERTY, - Age 66. 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 53. Mr. Ledvina owns and
operates Ledvina Farms in a partnership with his
brother. Fro m 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.
Continuing Directors
The following directors have terms expiring at the
Company's Annual Meeting of Shareholders in 2000:
IRVIN G. VINCENT, - Age 67. 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 23 years with 12 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 58. 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.
JAMES J. JADIN, - Age 54. Mr. Jadin has been employed
with Kewaunee County Highway Department since 1963 and
he has served as Kewaunee County Highway Commissioner
since 1979. Mr. Jadin has been a director of the Bank
since 1985, a director of the Company since 1986 and
one of the Company's Vice Presidents for the past three
years.
The following directors have terms expiring at the
Company's Annual Meeting of Shareholders in 2001:
WILLARD J. MARCHANT, - Age 73. 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 57. Mr. Pritzl is General
Manager of Casco FS Cooperative, a farm supply
cooperative, with its main office at Casco, Wisconsin
and branches at Luxemburg and Forestville. 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 47. Mr. Slatky is President,
Chief Executive Officer and a director of the Company.
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 (an Associated Bank) from 1974 through 1983.
Mr. Slatky has been a director of the Company since
1987 and a director of the Bank since 1986.
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.
Vincent, Pritzl 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. Messrs. Vincent,
Dougherty, Jadin and Pritzl 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
three times during fiscal 1998 and the Executive
Committee of the Bank met once during fiscal 1998. The
entire Board of Directors of the Bank met twenty-one
times during fiscal 1998. All directors attended 75%
or more of the aggregate number of Board meetings and
committee meetings.
The Board of Directors of the Company met seven times
during fiscal 1998. The Company has no standing Board
committees. All directors attended at least 75% of the
Board meetings.
Director Compensation
Non-employee directors are compensated at a rate of
$500 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
$600 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
$75 per meeting attended and $150 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, 1998, 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 $2,246,000.
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 5, 1999 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 1,200 *
James J. Jadin 2,790 1.1%
Ronald A. Ledvina 1,650 *
Willard J. Marchant 22,000 9.0%
P.O. Box 31
Brussels, WI 54204
Donald E. Pritzl 270 *
Thomas J. Rueckl 2,270 *
John A. Slatky 2,342 *
Irvin G. Vincent 19,240 7.9%
P.O. Box 480
Luxemburg, WI 54217
All directors and 53,597 22.0%
executive officers
as a group (10
persons)
*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 1998.
Name and Annual Compensation All Other
Principal Position Year Salary Bonus(1) Compensation(2)
John A. Slatky, 1998 $71,135 $7,056 $3,401
President and 1997 $67,129 $5,695 $3,552
Chief Executive 1996 $63,009 $5,670 $3,893
Officer
(1) Includes the value of Common Stock received in
lieu of cash bonus in 1997 and 1996.
(2) Represents Company contributions under the
Company's 401(k) and profit sharing plan.
2. PROPOSAL FOR ADOPTION OF EMPLOYEE STOCK PURCHASE PLAN
The Company's Board of Directors has approved,
and recommends that the shareholders adopt, the 1999
Employee Stock Purchase Plan.
The Board of Directors approved the Employee Stock
Purchase Plan on March 3, 1999, subject to approval by
the Company's shareholders. The purpose of the
Employee Stock Purchase Plan is to provide employees of
the Company and its subsidiaries with an incentive to
work for the continued success of the Company by
granting such employees the opportunity to purchase the
Company's Common Stock through payroll deductions. The
Employee Stock Purchase Plan is intended to qualify for
the favorable tax treatment afforded employee stock
purchase plans
under Section 423 of the Internal Revenue Code.
The Employee Stock Purchase Plan permits the Company to
make one or more offerings to employees who meet
certain eligibility requirements of options to purchase
shares of the Company's Common Stock. The term of each
offering is for a period of 12 months, commencing on
the first business day after January 1 of each calendar
year; provided however, that the first offering period
will commence on May 1, 1999 (subject to regulatory
approval). Eligible employees who elect to participate
in the Employee Stock Purchase Plan authorize periodic
payroll deductions from their compensation. A payroll
deduction account is maintained for each participating
employee. At the end of an offering period, the
payroll deduction account is totaled and the employee
is deemed to have purchased whole shares of the
Company's Common Stock at the offering price, which is
85% of the lesser of the fair market value of the
Company's Common Stock on the first and last days of
the 12-month offering period.
The aggregate number of shares of Common Stock
available for sale under the Employee Stock Purchase
Plan is 3,000, which is subject to an annual increase
equal to the lesser of (1) 3,000 shares, (2) the number
of shares purchased under the plan in the previous year
or (3) a lesser amount determined by the Board of
Directors. No individual may purchase shares of Common
Stock under the Employee Stock Purchase Plan or any
other employee stock purchase plan of the Company or
its subsidiaries if (i) the fair market value of the
shares at the time the option is granted exceeds
$25,000 for each calendar year, or (ii) the individual
would own more than 5% of the total combined voting
power or value of all classes of the capital stock of
the Company or its subsidiaries. In addition,
purchases under the plan are currently limited to 7.5%
of an employee's salary and bonus but no employee can
purchase more than 250 shares of stock in any year.
The Board of Directors can terminate or amend the plan
at any time. The plan has a ten year term.
Vote Required
The 1999 Employee Stock Purchase Plan will be adopted
if the affirmative votes exceed the votes cast against.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ADOPT THE 1999
EMPLOYEE STOCK PURCHASE PLAN.
3. PROPOSAL FOR ADOPTION OF DIRECTOR STOCK PURCHASE PLAN
The Company's Board of Directors has approved,
and recommends that the shareholders adopt, the 1999
Director Stock Purchase Plan.
The Board of Directors approved the Company's Director
Stock Purchase Plan on March 3, 1999, subject to
approval by the Company's shareholders. The purpose of
the Director Stock Purchase Plan is to enable the
Company to attract and retain directors and to strengthen
the mutuality of interests between such directors and the
Company's shareholders.
Under the terms of the Director Stock Purchase Plan,
the Board of Directors may, from time to time, offer
directors the opportunity to purchase the Company's
Common Stock at an offering price equal to the fair
market value of the Common Stock on the first day of
the offering period, as determined by the Board. The
duration of each offering period is approximately 30
days. The aggregate number of shares of Common Stock
available for sale under the Director Stock Purchase
Plan is 10,000. In accordance with the Change in Bank
Control Act, no director may purchase Common Stock if,
after such purchase, the director would own, control,
or hold power to vote 10% or more of the Common Stock,
unless the director has received prior regulatory
approval.
Currently, the Board of Directors intends to allow
directors to purchase stock under the plan once each
year and set the fair market value of the stock at book
value. The amount of stock that the Board currently
intends to offer directors each year is 150 shares plus
2 shares for each year of service as a director of the
Bank of Luxemburg. Under this formula, in 1999, the
directors of the Company would be offered the
opportunity to purchase the number of shares set forth
below:
Year of Initial
Director Service Shares
on Bank
Board
Mr. Dougherty 1992 164
Mr. Ledvina 1989 170
Mr. Vincent 1976 196
Mr. Rueckl 1985 178
Mr. Jadin 1985 178
Mr. Marchant 1966 216
Mr. Pritzl 1992 164
Mr. Slatky 1986 176
Total 1,442
The Board of Directors has broad discretion under the
plan to change this formula and offer such number of
shares, and at such times, as it determines from time
to time. The Board of Directors can terminate or amend
the plan at any time.
Vote Required
Adoption of the 1999 Director Stock Purchase Plan
requires the affirmative vote of a majority of
outstanding shares of Common Stock not owned by
directors. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO
ADOPT THE 1999 DIRECTOR STOCK PURCHASE PLAN.
OTHER MATTERS
Annual Report
The Company's Annual Report for the year ended December
31, 1998, is being mailed to each shareholder with this
proxy and proxy statement. The Company's 1998 financial
statements have been, and the Company anticipates that
its 1999 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 1998.
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, telegraph 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. The Employee Stock Purchase
Plan will be adopted if the affirmative votes exceed
the votes cast against. The Director Stock Purchase
Plan will be adopted if a majority of shares held by
persons other than directors vote in favor.
Abstentions will have no effect on the outcome of the
vote for the election of directors or for the Employee
Stock Purchase Plan, but will have the effect of being
cast against the Director Stock Purchase Plan, even
though the shareholder so abstaining intends a
different interpretation. 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. These so-called "broker non-votes" will
have no effect on the outcome of the voting for the
election of directors or for the Employee Stock
Purchase Plan but will have the effect of a vote
against the Director Stock Purchase Plan.
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 2000 Annual Meeting of Shareholders must be
received by the Company by November 26, 1999 for
consideration of inclusion in the Company's proxy
statement related to that meeting. A shareholder
proposal must be received by January 26, 2000, and meet
all other applicable legal requirements, for
consideration at the meeting.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR FISCAL 1998 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
Thomas J. Rueckl, Secretary
Luxemburg, Wisconsin
March 25, 1999.