SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only
[ ] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
Community Investors Bancorp, Inc.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid: ________________________________________
(2) Form, schedule or registration statement no.: __________________
(3) Filing party: __________________________________________________
(4) Date filed: ____________________________________________________
[CiBi Letterhead]
September 22, 2004
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Community Investors Bancorp, Inc. The meeting will be held at the Holiday
Inn Express, 1690 North Sandusky Avenue, Bucyrus, Ohio 44820, on Monday,
October 25, 2004 at 2:00 p.m., Eastern Time. The matters to be considered by
shareholders at the Annual Meeting are described in the accompanying
materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
We appreciate your support and interest in Community Investors Bancorp, Inc.
Sincerely,
Dale C. Hoyles
Chairman of the Board
COMMUNITY INVESTORS BANCORP, INC.
119 South Sandusky Avenue
Bucyrus, Ohio 44820
(419) 562-7055
___________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 25, 2004
___________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Community Investors Bancorp, Inc. will be held at the Holiday Inn Express,
1690 North Sandusky Avenue, Bucyrus, Ohio 44820, on Monday, October 25, 2004
at 2:00 p.m., Eastern Time, for the following purposes, all of which are
more completely set forth in the accompanying Proxy Statement:
(1) To elect four (4) directors for a two-year term and until their
successors are elected and qualified;
(2) To amend and restate the Code of Regulations;
(3) To ratify the appointment of Grant Thornton LLP as Community
Investors' independent auditors for the year ending June 30,
2005; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of
any other such business.
The Board of Directors has fixed September 8, 2004 as the voting
record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and at any adjournment thereof. Only those
shareholders of record as of the close of business on that date will be
entitled to vote at the Annual Meeting or at any such adjournment.
By Order of the Board of Directors
David M. Auck
Secretary
September 22, 2004
Bucyrus, Ohio
===========================================================================
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY
YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
===========================================================================
COMMUNITY INVESTORS BANCORP, INC.
___________
PROXY STATEMENT
___________
2004 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 25, 2004
___________
This Proxy Statement is furnished to holders of common stock of
Community Investors Bancorp, Inc., an Ohio corporation which holds all of
the outstanding stock of First Federal Community Bank of Bucyrus. Proxies
are being solicited on behalf of the Board of Directors of Community
Investors to be used at the Annual Meeting of Shareholders to be held at the
Holiday Inn Express, 1690 North Sandusky Avenue, Bucyrus, Ohio 44820, on
Monday, October 25, 2004 at 2:00 p.m., Eastern Time, and at any adjournment
thereof for the purposes set forth in the Notice of Annual Meeting of
Shareholders. This Proxy Statement is first being mailed to shareholders on
or about September 22, 2004.
PROXIES
The proxy solicited hereby, if properly signed and returned to
Community Investors and not revoked prior to its use, will be voted in
accordance with the instructions contained therein. If no contrary
instructions are given, each proxy received will be voted for the nominees
for director described herein and for the matters described below and, upon
the transaction of such other business as may properly come before the
meeting, in accordance with the best judgment of the persons appointed as
proxies. Any shareholder giving a proxy has the power to revoke it at any
time before it is exercised by (i) filing with the Secretary of Community
Investors written notice thereof (David M. Auck, Secretary, Community
Investors Bancorp, Inc., 119 South Sandusky Avenue, Post Office Box 766,
Bucyrus, Ohio 44820); (ii) submitting a duly executed proxy bearing a later
date; or (iii) appearing at the Annual Meeting and giving the Secretary
notice of his or her intention to vote in person. Proxies solicited hereby
may be exercised only at the Annual Meeting and any adjournment thereof and
will not be used for any other meeting.
VOTING
Only shareholders of record at the close of business on September 8,
2004, the voting record date, will be entitled to vote at the Annual
Meeting. On the voting record date, there were [1,082,082] shares of common
stock issued and outstanding and Community Investors had no other class of
equity securities outstanding. Each share of common stock is entitled to one
vote at the Annual Meeting on all matters properly presented at the meeting
except that votes may be cumulated for the election of directors. Cumulative
voting means the right to vote, in person or by proxy, the number of shares
owned by a stockholder for as many persons as there are directors to be
elected (four) and for whose election the stockholder has a right to vote,
or to cumulate votes by giving one candidate as many votes as the number of
such directors to be elected multiplied by the number of such stockholder's
shares shall equal or by distributing such votes on the same principle among
any number of candidates. Any shareholder wishing to cumulate his or her
votes with respect to the election of directors must give notice to the
Secretary of
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Community Investors of his or her intention to cumulate his or her vote and
obtain a ballot or proxy from the Secretary of Community Investors for such
purpose.
The presence in person or by proxy of at least a majority of the
outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. Directors are elected by a
plurality of the votes cast at the Annual Meeting. The proposal to amend and
restate the Code of Regulations must be approved by the affirmative vote of
the holders of at least two-thirds of the common stock. The affirmative vote
of the holders of a majority of the total votes cast at the Annual Meeting
is required for approval of the proposal to ratify the appointment of
Community Investors' independent auditors.
Abstentions will be counted for purposes of determining the presence
of a quorum at the Annual Meeting. Because of the required votes,
abstentions will not be counted as votes cast for the election of directors
and the proposal to ratify the appointment of Community Investors'
independent auditors and, thus, will have no effect on the voting for the
election of directors and the ratification of the auditors. Under rules
applicable to broker-dealers, the election of directors and the proposal to
ratify the auditors are considered "discretionary" items upon which
brokerage firms may vote in their discretion on behalf of their clients if
such clients have not furnished voting instructions and for which there will
not be "broker non-votes." Abstentions and broker non-votes will have the
effect of a vote against the proposal to amend and restate the Code of
Regulations.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The Certificate of Incorporation and Bylaws of Community Investors
provide that the Board of Directors of Community Investors shall be divided
into two classes as nearly equal in number as possible, and that the members
of each class are to be elected for a term of two years and until their
successors are elected and qualified. One class of directors is to be
elected annually, and shareholders of Community Investors are permitted to
cumulate their votes for the election of directors.
No nominee for director is related to any other director or executive
officer of Community Investors by blood, marriage or adoption. The Board of
Directors has determined that all of the directors and nominees for
director, other than Messrs. Gerber and Kennedy, are independent as defined
in the rules of the Nasdaq Stock Market.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees for director
listed below. If any person named as nominee should be unable or unwilling
to stand for election at the time of the Annual Meeting, the proxies will
vote for any replacement nominee or nominees recommended by the Board of
Directors. At this time, the Board of Directors knows of no reason why any
of the nominees listed below may not be able to serve as a director if
elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his tenure as a
director. Service as director includes service as a director of First
Federal and ages are reflected as of June 30, 2004.
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Nominees for Director for Two-Year Term Expiring in 2006
Positions Held in Director
Name Age Community Investors Since
- ---------------- --- ------------------- --------
<s> <c> <c> <c>
John W. Kennedy 63 Director 1972
David M. Auck 60 Director 1979
Philip E. Harris 55 Director 1992
John D. Mizick 62 Director 1998
The Board of Directors recommends a vote FOR election of the nominees
for director.
Members of the Board of Directors Continuing in Office
Directors With Terms Expiring in 2005
Positions Held in Director
Name Age Community Investors Since
- ---------------- --- ------------------- --------
<s> <c> <c> <c>
Dale C. Hoyles 66 Chairman of the Board 1974
Brent D. Fissel, D.D.S. 49 Director 1991
Michael J. Romanoff 54 Director 1999
Phillip W. Gerber 51 Director, President and
Chief Executive Officer 2003
Each of the directors of Community Investors also serves as a director
of First Federal. The business experience of each of the directors or
nominee for director for at least the past five years is as follows:
Dale C. Hoyles. Mr. Hoyles has served as Chairman of the Board of
First Federal since 1990 and as one of its directors since 1974. Until his
retirement in November 1994, he was Senior Vice President/Treasurer of
Centurion Financial which is a property and casualty insurance company
located in Bucyrus, Ohio. Mr. Hoyles had been associated with Centurion
Financial since 1973. He also serves First Federal as a member of its
Executive Committee.
Phillip W. Gerber. Mr. Gerber has served as President and Chief
Executive Officer of First Federal since October 2003. Prior thereto, Mr.
Gerber served as the Executive Vice President since September 2002 and
formerly served as Vice President since joining First Federal in January
1997. Prior to January 1997, he had served as Executive Vice President of
Farmers Citizens Bank, Bucyrus, Ohio.
John W. Kennedy. Until his retirement in September 2003, Mr. Kennedy
served as President and Chief Executive Officer of First Federal since 1972.
He has been employed by First Federal since 1969 and during that time has
also served as Secretary and Executive Vice President.
David M. Auck. Mr. Auck has served as Vice Chairman of the Board of
First Federal since 1990. He has been the owner of the Auck-Dostal Agency,
an independent insurance agency, located in Bucyrus, Ohio since 1974.
3
Brent D. Fissel, D.D.S. Dr. Fissel is a dentist who has had a private
family practice in New Washington, Ohio since 1988. He also serves First
Federal as a member of its Audit and Personnel Committees.
Philip E. Harris. Mr. Harris is employed by The Timken Company, a
manufacturer and distributor of tapered roller bearings. His current title
is General Manager, Supply Chain Services. He also serves as the Chairman of
First Federal's Personnel Committee and a member of the Audit Committee.
John D. Mizick. Mr. Mizick is a certified public accountant who
founded Mizick, Miller and Company, Inc., a public accounting firm, in 1972
and is currently its President and Chief Executive Officer. He also serves
as Chairman of First Federal's Audit Committee and is a member of the
Executive Committee.
Michael J. Romanoff. Mr. Romanoff is the owner of Romanoff Jewelers,
located in Bucyrus, Ohio. He is also the co-owner of Val Casting and Allure
Designs, also located in Bucyrus. Mr. Romanoff also serves as a member of
First Federal's Executive and Personnel Committees.
Shareholder Nominations
Article X, Section D of Community Investors' Articles of Incorporation
governs nominations for election to the Board and requires all such
nominations, other than those made by the Board, to be made at a meeting of
shareholders called for the election of directors, and only by a shareholder
who has complied with the notice provisions in that section. Shareholder
nominations must be made pursuant to timely notice in writing to the
Secretary of Community Investors. To be timely, a shareholder's notice must
be in writing, delivered or mailed by first class United States mail,
postage prepaid, to the Secretary of Community Investors not less than
thirty days nor more than sixty days prior to such meeting: provided,
however, that if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as
prescribed to the Secretary of Community Investors not later than the close
of the tenth day following the day on which notice of such meeting was
mailed to stockholders.
Each written notice of a shareholder nomination must set forth the
information specified in the Articles of Incorporation.
Directors Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by
members of the Board of Directors at annual meetings of stockholders, we
expect that our directors will attend, absent a valid reason for not doing
so. In 2003, all of our directors attended our annual meeting of
stockholders.
The Board of Directors and Its Committees
The Board of Directors of Community Investors and of First Federal
meet on a monthly basis. During the fiscal year ended June 30, 2004 the
Board of Directors met twelve times. No director attended fewer than 75% of
the total number of Board meetings or committee meetings on which he served
that were held during fiscal 2004. The Board of Directors of Community
Investors has established an Audit Committee and a Nominating Committee. In
addition, the Board of Directors of First Federal has established an
Executive Committee and a Personnel Committee.
Executive Committee. The Executive Committee is authorized to exercise
all the authority of the Board of Directors in the management of First
Federal between Board meetings. The Executive
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Committee consists of Messrs. Kennedy, Hoyles and Romanoff. If any member is
unable to attend, the President and Chief Executive Officer may appoint any
other director to serve. The Executive Committee also serves as a Loan
Committee that reviews all real estate loans. The Executive Committee met
fifty-two times in fiscal 2004.
Personnel Committee. The Personnel Committee has the responsibility to
review personnel policy and to recommend changes regarding employee
salaries, fringe benefits and related personnel matters. Messrs. Harris (who
serves as chairman), Fissel and Romanoff are members of the Personnel
Committee, which met three times during fiscal 2004. Community Investors
does not pay separate compensation to its officers and employees.
Nominating Committee. The Nominating Committee makes written
nominations for directors at least 30 days prior to the annual meeting of
shareholders. The committee is appointed by the Chairman of the Board at the
Board of Directors' September meeting and consists of Messrs. Fissel and
Romanoff. The Nominating Committee met once in August 2004 with respect to
the nominations for directors for the upcoming meeting. Each of the members
is independent within the meaning of the rules of the Nasdaq Stock Market.
The Nominating Committee operates pursuant to a written charter, which can
be viewed on our website at www.ffcb.com.
The Nominating Committee considers candidates for director suggested
by its members and other directors, as well as management and stockholders.
The Nominating Committee also may solicit prospective nominees identified by
it. A stockholder who desires to recommend a prospective nominee for the
board should notify Community Investors' Secretary or any member of the
Nominating Committee in writing with whatever supporting material the
shareholder considers appropriate. The Nominating Committee also considers
whether to nominate any person nominated pursuant to the provision of
Community Investors' articles of incorporation relating to stockholder
nominations, which is described under "Shareholder Nominations." The
Nominating Committee has the authority and ability to retain a search firm
to identify or evaluate potential nominees if it so desires.
The charter of the Nominating Committee sets forth certain criteria
the committee may consider when recommending individuals for nomination as
director including: (a) ensuring that the board of directors, as a whole, is
diverse and consists of individuals with various and relevant career
experience, relevant technical skills, industry knowledge and experience,
financial expertise (including expertise that could qualify a director as a
"financial expert," as that term is defined by the rules of the SEC), local
or community ties and (b) minimum individual qualifications, including
strength of character, mature judgment, familiarity with our business and
industry, independence of thought and an ability to work collegially. The
committee also may consider the extent to which the candidate would fill a
present need on the board of directors.
Audit Committee. The Audit Committee reviews Community Investors'
records and affairs to determine its financial condition, reviews Community
Investors' systems of internal control with management and the independent
auditors, and monitors Community Investors' adherence in accounting and
financial reporting to generally accepted accounting principles. The
Committee meets annually with Community Investors' auditors and then is
required to report the results of such meeting to the full board of
directors. Currently, Messrs. Mizick (Chairman), Fissel and Harris serve as
members of this Committee. The Audit Committee met four times during fiscal
2004. The members are independent as defined in the listing standards of the
Nasdaq Stock Market.
The board of directors has determined that Mr. Mizick, chairman of the
Audit Committee, meets the requirements recently adopted by the SEC for
qualification as an audit committee financial expert. An audit committee
financial expert is defined as a person who has the following attributes:
(i) an
5
understanding of generally accepted accounting principles and financial
statements; (ii) the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; (iii) experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and level of complexity or
accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the
small business issuer's financial statements, or experience actively
supervising one or more persons engaged in such activities; (iv) an
understanding of internal control over financial reporting; and (v) an
understanding of audit committee functions.
The identification of a person as an audit committee financial expert
does not impose on such person any duties, obligations or liability that are
greater than those that are imposed on such person as a member of the audit
committee and the board of directors in the absence of such identification.
Moreover, the identification of a person as an audit committee financial
expert for purposes of the regulations of the SEC does not affect the
duties, obligations or liability of any other member of the audit committee
or the board of directors. Finally, a person who is determined to be an
audit committee financial expert will not be deemed an "expert" for purposes
of Section 11 of the Securities Act of 1933.
The Board of Directors adopted an updated audit committee charter in
September 2004, a copy of which is attached to this proxy statement as
[Appendix A].
Report of the Audit Committee
The Audit Committee has reviewed and discussed the 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 "Communication with Audit Committees," as may be
modified or supplemented. The Audit Committee has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board Standard No. 1, as may be modified or
supplemented, and has discussed with the independent accountant, the
independent accountant's independence. Based on the review and discussions
referred to above in this report, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in
Community Investors' Annual Report on Form 10-KSB for the year ended June
30, 2004 for filing with the SEC.
John D. Mizick, Chairman
Philip E. Harris
D. Brent Fissel
Executive Officers Who Are Not Directors
Set forth below is certain information with respect to the executive
officers of Community Investors and First Federal who are not directors,
including their business experience for at least the past five years. Ages
are reflected as of June 30, 2004.
Brian R. Buckley. Age 57. Mr. Buckley has served First Federal as a
Vice President since 1979. He has been employed by First Federal since 1974.
Thomas G. Kalb. Age 47. Mr. Kalb joined First Federal in August, 2004
as Chief Financial Officer. Prior to joining First Federal, Mr. Kalb was a
partner in the Holbrook, Manter & Rogers public accounting firm. He has 26
years of experience in public accounting.
6
Jeffrey K. Urban. Age 55. Mr. Urban joined First Federal in February
2004 as Vice President, Commercial Lending. Prior to joining First Federal,
Mr. Urban was Senior Vice President and Area Executive for Citizens Savings
Bank in New Philadelphia, Ohio. He has 30 years of experience within the
banking industry in Ohio.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the voting record date, certain
information as to the common stock beneficially owned by (i) the only
persons or entities, including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, who or which
was known to Community Investors to be the beneficial owner of more than 5%
of the issued and outstanding common stock, (ii) the directors and nominees
for director of Community Investors and (iii) all directors and executive
officers of Community Investors and First Federal as a group.
Common Stock
Beneficially Owned as of
September 8, 2004(1)(2)
Name of ------------------------
Beneficial Owner No. %(3)
- ------------------------------------ ------- ----
<s> <c> <c>
Jeffrey L. Gendell (4)
200 Park Avenue, Suite 3900
New York, New York 10166 101,200 9.4%
Community Investors Bancorp, Inc.(5)
Employee Stock Ownership Plan Trust
119 South Sandusky Avenue
Bucyrus, Ohio 44820 131,985 12.2
Directors:
David M. Auck (6) 41,468 3.8
Philip E. Harris (7) 10,051 *
Brent D. Fissel, DDS (8) 7,862 *
Dale C. Hoyles (9) 18,262 1.7
John W. Kennedy (10) 71,373 6.6
John D. Mizick 1,000 *
Michael Romanoff (11) 6,075 *
Phillip W. Gerber (12) 18,657 1.7
All directors and executive officers
of Community Investors and First
Federal as a group (12 persons) 201,869 18.2%
_____________
<FN>
* Represents less than 1% of the outstanding common stock.
<F1> For purposes of this table, pursuant to rules promulgated under the
Securities Exchange Act, an individual is considered to beneficially
own shares of common stock if he or she directly or indirectly has or
shares (1) voting power, which includes the power to vote or to direct
the voting of the shares; or (2) investment power, which includes the
power to dispose or direct the disposition of the shares. Unless
otherwise indicated, a director has sole voting power and sole
investment power with respect to the indicated shares.
(Footnotes continued on following page.)
7
_____________
<F2> Based upon filing made pursuant to the Securities Exchange Act.
<F3> Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of common stock which may be acquired within
60 days of the record date pursuant to the exercise of outstanding
stock options. Shares of common stock which are subject to stock
options are deemed to be outstanding for the purpose of computing the
percentage of outstanding common stock owned by such person or group
but not deemed outstanding for the purpose of computing the percentage
of common stock owned by any other person or group.
<F4> Based upon a Schedule 13D filing with the Securities and Exchange
Commission dated January 14, 2003.
<F5> The Community Investors Bancorp, Inc. Employee Stock Ownership Trust
was established pursuant to the Community Investors Bancorp, Inc.
Employee Stock Ownership Plan by an agreement between Community
Investors and Messrs. Hoyles, Kennedy and Buckley, who act as Trustees
of the plan. As of the voting record date, 114,266 of the shares of
common stock held in the ESOP Trust had been allocated to the accounts
of participating employees. Under the terms of the ESOP, the Trustees
must vote all allocated shares held in the ESOP in accordance with the
instructions of the participating employees, and allocated shares for
which employees do not give instructions will be voted in the same
ratio on any matter as to those shares for which instructions are
given. Unallocated shares held in the ESOP will be voted by the ESOP
Trustees in accordance with their fiduciary duties as Trustees. The
amount of common stock beneficially owned by each individual Trustee
or all directors and executive officers as a group does not include
the shares held by the ESOP Trust.
<F6> Includes 14,050 shares held in a retirement account. Also includes
3,643 shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the voting record date.
<F7> Includes 2,250 shares held jointly with the director's spouse. Also
includes 4,704 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the voting record date.
<F8> Includes 7,196 shares which may be acquired upon the exercise of stock
options exercisable within 60 days of the voting record date.
<F9> Includes 3,591 shares held by Mr. Hoyles' spouse. Also includes 8,026
shares which may be acquired upon the exercise of stock options
exercisable within 60 days of the voting record date.
<F10> Includes 16,920 held jointly with the director's spouse, 4,461 shares
held by Mr. Kennedy's spouse, 901 shares held in a retirement account,
17,719 shares which have been allocated to Mr. Kennedy's account in
the ESOP, 1,000 shares held jointly with grandchildren. The address of
Mr. Kennedy is c/o Community Investors Bancorp, Inc., 119 South
Sandusky Avenue, Bucyrus, Ohio 44820.
<F11> Includes 675 shares held jointly with his children.
<F12> Includes 4,125 shares held in a retirement account, 8,532 shares which
have been allocated to Mr. Gerber's account in the ESOP, and 6,000
shares that may be acquired through the exercise of stock options
exercisable within 60 days of the voting record date.
</FN>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires Community
Investors' officers and directors, and persons who own more than 10% of our
common stock to file reports of ownership and changes in ownership with the
SEC. Officers, directors and 10% stockholders are required by regulation to
furnish Community Investors with copies of all Section 16(a) forms they
file. We know of no person, other than ESOP, who owns 10% or more of our
common stock.
8
Based solely on review of the copies of such forms furnished to
Community Investors, we believe that all applicable Section 16(a) filing
requirements were satisfied by its officers and directors during 2004.
EXECUTIVE COMPENSATION
Summary
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by First Federal for services
rendered in all capacities during the last three fiscal years to the Chief
Executive Officer of First Federal and the former Chief Executive Officer of
First Federal who served during the last fiscal year. No other executive
officer had total compensation during the last fiscal year which exceeded
$100,000. Community Investors currently does not pay any separate
compensation to its executive officers.
Annual Compensation (1) Long-Term Compensation
----------------------- ----------------------
For the Restricted All
Name and Principal Year ended Stock Other
Position June 30, Salary Bonus Awards Options Compensation (2)
------------------ ---------- ------ ----- ---------- ------- ----------------
<s> <c> <c> <c> <c> <c> <c>
Phillip W. Gerber 2004 $87,101 $ -- $ -- -- $19,884
President and 2003 74,352 -- -- -- 19,322
Chief Executive Officer (3) 2002 70,140 -- -- -- 12,450
John W. Kennedy 2004 $22,146 $ -- $ -- -- $16,983
President and Chief 2003 88,584 -- -- -- 30,865
Executive Officer 2002 87,706 -- -- -- 15,820
until September 2003
_____________
<FN>
<F1> Does not include amounts attributable to miscellaneous benefits
received by the named executive officers. In the opinion of management
of First Federal, the costs to First Federal of providing such
benefits to the named executive officers during the year ended June
30, 2004 did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the individual.
<F2> Consists of amounts allocated during the fiscal years 2004, 2003 and
2002 pursuant to the ESOP based on a per share price of $14.97, $11.24
and $10.00 respectively, per share on the date of allocation.
<F3> Mr. Gerber's term as President and Chief Executive Officer commenced
on October 1, 2003.
</FN>
Stock Options
The following table discloses information regarding option exercises
and fiscal year end option values for the named executive officers.
Number of Options at Value of Options at
June 30, 2004 June 30, 2004(1)
Shares Acquired Value ---------------------------- ----------------------------
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------- ----------- ------------- ----------- -------------
<s> <c> <c> <c> <c> <c> <c>
Phillip W. Gerber -- -- 6,000 -- $23,220 $ --
John W. Kennedy 12,825 94,772(2) -- -- -- --
_____________
<FN>
<F1> Based on a per share market price of $14.70 at June 30, 2004.
<F2> Based on a per share market price of $14.00 on the exercise date of
December 8, 2003.
</FN>
9
The following table sets forth certain information for all equity
compensation plans and individual compensation arrangements (whether with
employees or non-employees, such as directors) in effect as of June 30,
2004.
Equity Compensation Plan Information
Number of securities to be Weighted-average Number of securities remaining
issued upon exercise of exercise price of available for future issuance under
outstanding options, outstanding options, equity compensation plans (excluding
Plan Category warrants and rights warrants and rights securities reflected in the first column)
------------- -------------------------- -------------------- -----------------------------------------
<s> <c> <c> <c>
Equity compensation plans
approved by security holders 135,812 (1) $ 8.14 (2) 57,408 (3)
Equity compensation plans not
approved by security holders -- -- --
------- ------ ------
Total 135,812 $ 8.14 57,408
======= ====== ======
_____________
<FN>
<F1> Includes 64,330 shares of restricted stock granted under Community
Investors' Management Recognition Plan ("MRP").
<F2> Does not include MRP shares, which do not have an exercise price.
<F3> Includes 2,100 shares of restricted common stock, which remain
available for grant under the MRP.
</FN>
Compensation of Directors
Board Fees. In fiscal 2004, members of the Board of Directors of First
Federal were paid fees semiannually at the rate of $500 per Board of
Directors meeting and $55 per committee meeting. The Chairman of the Board
received a fee of $750 per Board of Directors meeting. Each director is also
paid an annual meeting fee of $75 and is permitted two absences annually
without affecting his directors' fees.
Severance Agreements
Community Investors and First Federal (collectively the "Employers")
have entered into severance agreements with Messrs. Gerber, Buckley, Kalb
and Urban (the "Executive Officers" or, individually, an "Executive
Officer"). The Employers have agreed that in the event that the Executive
Officer's employment is terminated as a result of certain adverse actions
which are taken with respect to the Executive Officer's employment following
a Change in Control of Community Investors or First Federal, as defined,
such Executive Officer will be entitled to a cash severance amount equal to
2.99 times his base salary.
A Change in Control is generally defined in the severance agreements
to include (i) the acquisition by any person of 25% or more of Community
Investors' or First Federal's outstanding voting securities and (ii) a
change in a majority of the directors of Community Investors or First
Federal during any two-year period without the approval of at least two-
thirds of the persons who were directors of Community Investors or First
Federal, as applicable, at the beginning of such period. The current base
salaries upon which a cash severance payment would be paid to Messrs.
Gerber, Buckley, Kalb and Urban are $94,000, $76,000, $80,000 and $75,000,
respectively.
Each severance agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment
are deemed to constitute "excess parachute
10
payments" within the meaning of Section 280G of the Code, then such payments
and benefits received thereunder shall be reduced, in the manner determined
by the Executive Officer, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits being non-
deductible by the Employers for federal income tax purposes. Excess
parachute payments generally are payments in excess of three times the base
amount, which is defined to mean the recipient's average annual compensation
from the employer includable in the recipient's gross income during the most
recent five taxable years ending before the date on which a change in
control of the employer occurred. Recipients of excess parachute payments
are subject to a 20% excise tax on the amount by which such payments exceed
the base amount, in addition to regular income taxes, and payments in excess
of the base amount are not deductible by the employer as compensation
expense for federal income tax purposes.
Although the above-described severance agreements could increase the
cost of any acquisition of control of Community Investors or First Federal,
management of Community Investors and First Federal does not believe that
the terms thereof would have a significant anti-takeover effect.
Indebtedness of Management
All of First Federal's currently outstanding loans to its directors
and executive officers were originally made either (i) in the ordinary
course of business at substantially the same terms, including interest rates
and collateral, as those prevailing at the time of the loans for comparable
transactions with other persons and did not involve more than the normal
risk of collectability or other unfavorable features or (ii) pursuant to a
benefit or compensation program that is widely available to the employers of
First Federal and that does not give preference to any insider of First
Federal over other employees of First Federal.
PROPOSAL TO AMEND AND RESTATE COMMUNITY INVESTORS'
CODE OF REGULATIONS
The Code of Regulations of Community Investors was originally prepared
in 1994 at the time the holding company was organized. The Board of
Directors has determined that a change should be made to the Code of
Regulations to reflect Community Investors' fiscal year end of June 30, by
amending Article VI thereof.
Although Community Investors' Code of Regulations provides for a
September 30 fiscal year end, we have operated with a June 30 fiscal year
end since Community Investors' incorporation. Thus the amendment will not
have the effect of a change to our fiscal year.
Proposed Amendment
Article VI shall be amended to read as follows:
"The fiscal year of the Corporation shall end on the last day of June
of each year. The Corporation shall be subject to an annual audit as of the
end of its fiscal year by independent public accountants appointed by and
responsible to the Board of Directors."
The affirmative vote of the holders of two-thirds of the outstanding
shares of Community Investors common stock is necessary for the adoption of
the proposed amendment to the Code of Regulations.
The Board of Directors recommends that you vote FOR the amendment and
restatement of the Code of Regulations.
11
RATIFICATION OF APPOINTMENT OF AUDITORS
The Audit Committee of the board of directors appointed Grant Thornton
as the independent auditors to audit Community Investors' financial
statements for the year ending June 30, 2005. The Audit Committee considered
the compatibility of the non-audit services provided to Community Investors
by Grant Thornton in 2004 described below on the independence of Grant
Thornton from Community Investors in evaluating whether to appoint Grant
Thornton to perform the audit of Community Investors' financial statements
for the year ending June 30, 2005.
The following table sets forth the aggregate fees paid by us to Grant
Thornton for professional services rendered by Grant Thornton in connection
with the audit of Community Investors' consolidated financial statements for
2004 and 2003, as well as the fees paid by us to Grant Thornton for audit-
related services, tax services and all other services rendered by Grant
Thornton to us during 2004 and 2003.
Year Ended June 30,
--------------------
2004 2003
------- -------
<s> <c> <c>
Audit fees (1) $52,445 $45,395
Audit-related fees -- --
Tax fees (2) 5,165 4,595
All other fees (3) 1,300 --
------- -------
Total $58,910 $49,990
======= =======
______________
<FN>
<F1> Audit fees consist of fees incurred in connection with the audit of
our annual financial statements and the review of the interim
financial statements included in our quarterly reports filed with the
SEC.
<F2> Tax fees consist of fees incurred in connection with tax planning, tax
compliance and tax consulting services.
<F3> All other fees during fiscal 2004 consists of fees incurred in
connection with consultations with the Audit Committee regarding the
Sarbanes-Oxley Act of 2002.
</FN>
The Audit Committee selects Community Investors' independent auditors
and pre-approves all audit services to be provided by it to Community
Investors. The audit committee also reviews and pre-approves all audit-
related, tax and all other services rendered by our independent auditors in
accordance with the audit committee's charter and policy on pre-approval of
audit-related, tax and other services. In its review of these services and
related fees and terms, the audit committee considers, among other things,
the possible effect of the performance of such services on the independence
of our independent auditors. Pursuant to its policy, the audit committee
pre-approves certain audit-related services and certain tax services which
are specifically described by the audit committee on an annual basis and
separately approves other individual engagements as necessary. The pre-
approval requirements do not apply to certain services if: (i) the aggregate
amount of such services provided to Community Investors constitutes not more
than five percent of the total amount of revenues paid by Community
Investors to its independent auditor during the year in which the services
are provided; (ii) such services were not recognized by Community Investors
at the time of the engagement to be other services; and (iii) such services
are promptly brought to the attention of the committee and approved by the
committee or by one or more members of the committee to whom authority to
grant such approvals has been delegated by the committee prior to the
completion of the audit. The committee may delegate to one or more
designated members of the committee the authority to grant required pre-
approvals. The decisions of any member to whom authority is delegated to
pre-approve an activity shall be presented to the full committee at its next
scheduled meeting.
The Board of Directors recommends that you vote FOR the ratification
of the appointment of Grant Thornton as independent auditors for the fiscal
year ending June 30, 2005.
12
SHAREHOLDER PROPOSALS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
Any proposal which a shareholder wishes to have included in the proxy
materials of Community Investors relating to the next annual meeting of
shareholders of Community Investors, which is scheduled to be held in
October 2005, must be received at the principal executive offices of
Community Investors, 119 South Sandusky Avenue, Bucyrus, Ohio 44820,
Attention: Secretary, no later than May 25, 2005. If such proposal is in
compliance with all of the requirements of Rule 14a-8 under the Securities
Exchange Act, it will be included in the proxy statement and set forth on
the form of proxy issued for such annual meeting of shareholders. It is
urged that any such proposals be sent certified mail, return receipt
requested.
Shareholder proposals which are not submitted for inclusion in
Community Investors' proxy materials pursuant to Rule 14a-8 under the
Securities Exchange Act may be brought before an annual meeting pursuant to
Article X, Sections D and E of Community Investors' Code of Regulations,
which provides that business at an annual meeting of shareholders 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 shareholder. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of Community
Investors. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of Community
Investors not less than 90 days prior to the anniversary date of the mailing
of proxy materials by Community Investors for the immediately preceding
annual meeting. A shareholder's notice must set forth as to each matter the
shareholder proposes to bring before an annual meeting (a) a brief
description of the business desired to be brought before the annual meeting,
(b) the name and address, as they appear on Community Investors' books, of
the shareholder proposing such business, (c) the class and number of shares
of common stock of Community Investors which are beneficially owned by the
shareholder, and (d) any material interest of the shareholder in such
business. Accordingly, shareholder proposals submitted under Community
Investors' code of regulations in connection with the next annual meeting of
stockholders must be received by Community Investors no later than June 24,
2005.
The Board of Directors has adopted a process by which stockholders may
communicate directly with members of the Board. Stockholders who wish to
communicate with the Board may do so by sending written communications
addressed to the Board of Directors, c/o Brian R. Buckley, Community
Investors Bancorp, Inc., P.O. Box 766, 119 South Sandusky Avenue, Bucyrus,
Ohio 44820.
ANNUAL REPORTS
A copy of Community Investors' Annual Report to Shareholders for the
year ended June 30, 2004 accompanies this Proxy Statement. Such annual
report is not part of the proxy solicitation materials.
Upon receipt of a written request, Community Investors will furnish to
any shareholder without charge a copy of Community Investors' Annual Report
on Form 10-K required to be filed with the Securities and Exchange
Commission under the Securities Exchange Act. Such written requests should
be directed to Brian R. Buckley, Community Investors Bancorp, Inc., P.O. Box
766, 119 South Sandusky Avenue, Bucyrus, Ohio 44820. The Form 10-K is not
part of the proxy solicitation materials.
13
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than the matters described above in this Proxy Statement.
However, if any other matters should properly come before the meeting, it is
intended that the proxies solicited hereby will be voted with respect to
those other matters in accordance with the judgment of the persons voting
the proxies.
The cost of the solicitation of proxies will be borne by Community
Investors. Community Investors will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending the proxy materials to the beneficial owners of Community
Investors' common stock. In addition to solicitations by mail, directors,
officers and employees of Community Investors may solicit proxies personally
or by telephone without additional compensation.
14
REVOCABLE PROXY
[X} Please mark votes
as in this example
COMMUNITY INVESTORS BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COMMUNITY INVESTORS BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON OCTOBER 25, 2004 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Community
Investors Bancorp, Inc. (the "Company"), as proxies, each with power to
appoint his substitute, and hereby authorizes them to represent and vote, as
designated below, all the shares of Common Stock of the Company held of
record by the undersigned on September 8, 2004 at the Annual Meeting of
Shareholders to be held at the Holiday Inn Express, located at 1690 North
Sandusky Avenue, Bucyrus, Ohio 44820, on Monday, October 25, 2004 at 2:00
p.m., Eastern Time, and any adjournment thereof.
1. ELECTION OF DIRECTORS FOR TWO-YEAR TERM for all nominees listed below
(except as marked to the contrary below):
[ ] FOR [ ] WITHHOLD
Nominees for two-year term expiring in 2006:
John W. Kennedy, David M. Auck, Philip E. Harris and John D. Mizick
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
- ---------------------------------------------------------------------------
2. PROPOSAL TO AMEND AND RESTATE the Company's Code of Regulations.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE APPOINTMENT of Grant Thornton LLP as the
Company's independent auditors for the year ending June 30, 2005.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR THE PROPOSAL TO AMEND AND
RESTATE THE CODE OF REGULATIONS, FOR THE PROPOSAL TO RATIFY THE INDEPENDENT
AUDITORS AND OTHERWISE AT THE DISCRETION OF THE PROXIES. IN THE DISCRETION
OF THE PROXIES, SHARES REPRESENTED BY THIS PROXY MAY BE VOTED CUMULATIVELY
WITH RESPECT TO THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED HEREIN. YOU
MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE
ANNUAL MEETING.
-----------------------------------
Please be sure to sign and date this | Date |
Proxy in the box below. | |
- ---------------------------------------------------------------------------
| |
| |
| |
| |
- -------Stockholder sign above-----------Co-holder (if any) sign above------
............................................................................
Detach above card, sign, date and mail in postage paid envelope
provided.
COMMUNITY INVESTORS BANCORP, INC.
- ---------------------------------------------------------------------------
The above hereby acknowledges receipt from Community Investors Bancorp,
prior to the signing of this Proxy, of the Notice of Annual Meeting of
Shareholders, Proxy Statement and the Company's 2004 Annual Report to
Shareholders.
Please sign this proxy card exactly as your name(s) appear(s) on this proxy.
When signing in a representative capacity, please give title. When shares
are held jointly, only one holder need sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
- ---------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE
PROVIDED BELOW AND RETURN THIS PORTION WITH THE CARD IN THE ENVELOPE
PROVIDED.
- ---------------------------------
- ---------------------------------
- ---------------------------------