SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NORTH COUNTRY FINANCIAL CORPORATION
(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:
______________________________________________________________
(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:__________________________________________________
PRELIMINARY COPY
DATE: 6/1/98
North Country Financial Corporation This Proxy is solicited
130 South Cedar Street on behalf of the
Manistique, Michigan 49854 Board of Directors
PROXY
The undersigned hereby appoints Michael C. Henricksen and Ronald G. Ford as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of North Country Financial Corporation held of record by the undersigned
on July 1, 1998, at the special meeting of shareholders to be held August 11,
1998, and at any adjournment thereof.
1. Proposal to increase the Corporation's authorized common stock, no par
value, to 18,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted FOR Proposal 1.
Please sign exactly as 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.
______________________________________ _____________________________________
Signature Signature if held jointly
Dated: ___________________, 1998
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PRELIMINARY COPY
DATE: 6/1//98
NORTH COUNTRY FINANCIAL CORPORATION
P.O. Box 369, 130 South Cedar Street
Manistique, Michigan 49854
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held August 11, 1998
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of North Country Financial Corporation (the "Corporation"), a Michigan
corporation, will be held on August 11, 1998, at 12:00 noon at 130 South Cedar
Street, Manistique, Michigan, for the following purposes:
1. To consider and act upon a proposal to approve an amendment to the
Corporation's Articles of Incorporation to increase the Corporation's
authorized shares of common stock, no par value per share, from
6,000,000 shares to 18,000,000 shares.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed July 1, 1998, as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting
or any adjournment thereof.
By order of the Board of Directors
Paulette Demers, Secretary
Your vote is important. Even if you plan to attend the meeting, please
date and sign the enclosed proxy form, indicate your choice with respect
to the matters to be voted upon, and return it promptly in the enclosed
envelope. Note that if the stock is held in more than one name, all
parties must sign the proxy form.
Dated: July 10, 1998
NORTH COUNTRY FINANCIAL CORPORATION
P.O. Box 369, 130 South Cedar Street
Manistique, Michigan 49854
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of North Country
Financial Corporation (the "Corporation"), a Michigan bank holding company, to
be voted at a Special Meeting of Shareholders of the Corporation to be held on
Tuesday, August 11, 1998, at 12 :00 noon, at 130 South Cedar Street, Manistique,
Michigan, or at any adjournment or adjournments thereof, for the purposes set
forth in the accompanying Notice of Special Meeting of Shareholders and in this
Proxy Statement.
VOTING AT THE MEETING
This Proxy Statement has been mailed on or about July 10, 1998, to all
holders of record of common stock of the Corporation as of the record date. The
Board of Directors of the Corporation has fixed the close of business on July 1,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting of Shareholders and any adjournment
thereof.
The Corporation has only one class of common stock and one class of
preferred stock. As of July 1, 1998, there were shares of common stock of the
Corporation outstanding and no shares of preferred stock outstanding. Each
outstanding share will entitle the holder thereof to one vote on each separate
matter presented for vote at the meeting. Votes cast at the meeting and
submitted by proxy are counted by the inspectors of the meeting, who are
appointed by the Corporation.
If a Proxy in the enclosed form is properly executed and returned to the
Corporation, the shares represented by the Proxy will be voted at the Special
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the proposal set forth in this Proxy
Statement, and in accordance with the judgment of the persons named as proxies
with respect to any other matter which may come before the meeting. A proxy may
be revoked before exercise by notifying the Chairman of the Board in writing or
in open meeting, by submitting a proxy of a later date or attending the meeting
and voting in person. All shareholders are encouraged to date and sign the
enclosed proxy form, indicate your choice with respect to the matters to be
voted upon, and return it to the Corporation.
[THIS SPACE INTENTIONALLY LEFT BLANK]
PROPOSAL TO INCREASE AUTHORIZED COMMON STOCK
The Corporation's Board of Directors has proposed that the first paragraph
of Article III of the Corporation's Articles of Incorporation ("Articles") be
amended to read as follows:
"The total number of shares of all classes of stock which the corporation
shall have authority to issue is 18,500,000 shares, of which 18,000,000
shares shall be a single class of common stock and 500,000 shares shall be
series preferred stock."
This amendment would increase the Corporation's authorized common stock
from 6,000,000 shares to 18,000,000 shares of common stock, without par value.
The purpose of this amendment is to provide additional shares of common stock
for future issuance. As of July 1, 1998, issued shares of common stock totaled ,
leaving shares of common stock for future issuance as authorized by the Board of
Directors of the Corporation. The amendment would not change the number of
shares of series preferred stock which the Corporation has authority to issue.
The Corporation does not have any present plan, understanding or agreement
to issue additional shares of common stock except for a possible 3-for-1 stock
split. A 3-for-1 stock split would not be possible without an increase in the
authorized common stock. The Board of Directors believes that it is advisable to
have additional shares of common stock available for possible future
acquisitions, public offerings and stock dividends or stock splits. The Board of
Directors of the Corporation will determine whether and on what terms the
issuance of shares of common stock may be warranted and appropriate.
All of the additional shares resulting from the increase in the
Corporation's authorized common stock would be of the same class with the same
dividend, voting and liquidation rights as the shares of common stock presently
outstanding. The shares would be unreserved and available for issuance. No
further authorization for the issuance of common shares by shareholder vote is
required under the Corporation's existing Articles, and none would be required
prior to the issuance of the additional common shares by the Corporation.
Shareholders have no preemptive rights to acquire any shares issued by the
Corporation under its existing Articles, and shareholders would not acquire any
such rights with respect to any additional shares under the proposed amendment
to its Articles.
While the Corporation is not aware of any pending or threatened effort to
gain control of the Corporation, shareholders should be aware that the authority
of the Board to issue common stock might be considered as having the effect of
discouraging an attempt by another person or entity to effect a takeover or
otherwise gain control of the Corporation, because the issuance of additional
common stock, would dilute the voting power of the stock then outstanding. The
Corporation's authorized series preferred stock could also be used for these
purposes.
Other provisions of the Corporation's Articles could also be viewed as
potential impediments to efforts to acquire control of the Corporation.
Specifically, those provisions of the Articles requiring the election of only
one-third of the directors of the Corporation every year, and the requirement
that the Board of Directors, in evaluating a takeover proposal, consider
interests of constituencies of the Corporation in addition to its shareholders,
or amendment to or deletion of any of the foregoing provisions, could be used in
a manner calculated to prevent the removal of management and make more difficult
or discourage a change in control of the Corporation. The Corporation has no
present intention of soliciting the vote of shareholders on any other proposal,
or series of proposals, to deter changes in control of the Corporation.
If the proposed amendment to increase the authorized shares of common stock
is approved, common stock may, as noted, be issued without further action by the
shareholders and without first offering such shares to the Corporation's
shareholders for subscription. Issuance of common stock otherwise than on a pro
rata basis to all current shareholders would reduce current shareholders'
proportionate interests.
The affirmative vote of the holders of a majority of the outstanding shares
of common stock of the Corporation is required for approval of the proposed
amendment to the Corporation's Articles. Unless otherwise directed by a
shareholder's proxy, the persons named as proxy voters in the accompanying proxy
will vote FOR the amendment.
The Board of Directors has determined that the proposed amendment is
desirable and recommends a vote FOR the amendment.
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INFORMATION ABOUT DIRECTORS
The following information relating to the principal occupation or
employment has been furnished to the Corporation by the respective directors.
Each of those persons has been engaged in the occupations stated below for more
than five years.
Directors Whose Terms Expire in 2001
Director of
Age Corporation Since
Stanley J. Gerou II............................................................. 49 1989
Owner, Gerou Excavating, Inc.
Thomas G. King.................................................................. 45 1987
President, Top of Lake Investment Company
John Lindroth................................................................... 42 1987
President, Superior State Agency, Inc. (Insurance Agency)
Directors Whose Terms Expire in 2000
Charles B. Beaulieu............................................................. 60 1984
Owner, Beaulieu Funeral Home, Inc.
Bernard A. Bouschor............................................................. 49 1996
Tribal Chairman, Sault Tribe of Chippewa Indians
C. Ronald Dufina................................................................ 53 1992
Owner, Balsam Shop, Inc., HRD, Inc., Island Leasing, Inc., and
Mackinaw Island Hospitality, Inc. (companies involved in tourism)
Directors Whose Terms Expire in 1999
Michael C. Henricksen........................................................... 55 1988
Co-Owner, Satellite Services, Inc., a service company
John P. Miller.................................................................. 60 1976
Owner, Peoples Store Co., Inc. (Retail Clothing)
Ronald G. Ford.................................................................. 50 1987
President, North Country Bank & Trust, North Country Financial
Corporation, First Manistique Agency, First Northern Services and First
Rural Relending Co.
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OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of July 1, 1998, as
to the common stock of the Corporation owned beneficially by each director, each
executive officer, and by all directors and executive officers of the
Corporation as a group. Mr. Ernest D. King, also listed in the table below, is
the only shareholder known to the Corporation to have been the beneficial owner
of more than five percent (5%) of the Corporation's outstanding common stock as
of July 1, 1998. His mailing address is P.O. Box 216, Naubinway, Michigan 49762.
Shared
Sole Voting Voting and
and Investment Investment Percent
Power (1) Power (1) of Class (2)
----------- ----------- ------------
Charles B. Beaulieu 1,727 12,867 .61%
Bernard A. Bouschor 100
C. Ronald Dufina 2,194 6,314 .35%
Ronald G. Ford 7,706 23,846 (3) 1.32%
Stanley Gerou 6,300 30,806 (4) 1.55%
Michael Henricksen 1,800 44,493 (4) 1.95%
Loren Hulsizer 18,000 .75%
Thomas G. King 22,902 .95%
John Lindroth 4,050 15,950 (5) .84%
John P. Miller 39,122 1.64%
Richard B. Demers 4,033 3,336 (3) .31%
Sherry L. Littlejohn 3,144 (3) .06%
All Directors and Executive 31,054 217,636 10.33%
Officers as a group (12 persons)
Ernest D. King 181,584 (6) 7.63%
(1) Includes shares with respect to which executive officers and directors
have the right to acquire beneficial ownership under stock options
exercisable in 60 days. At July 1, 1998, there were a total of 15,150 such
shares.
(2) Calculated on the basis of the amount of shares outstanding, plus 15,150
shares acquirable upon exercise of options described in the preceding
footnote.
(3) Messrs. Ford and Demers, and Ms. Littlejohn, together with one other
officer of the Corporation, share voting and investment power with respect
to 23,739 shares. These shares are included in the shares shown as owned
by Mr. Ford.
(4) Michael Henricksen and Stanley Gerou own 425 shares in a company called
SDM. These shares are not reported in their totals.
(5) John Lindroth owns 3,000 shares that are in the name Superior State
Agency. John is a major shareholder in Superior State and these shares are
reported in his totals.
(6) Ernest D. King holds 170,700 shares jointly with his wife and an
additional 10,884 shares with various children and grandchildren.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Corporation for inclusion
in the 1999 Annual Meeting of Shareholders proxy materials must be received by
the Corporation no later than November 15, 1998.
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OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, the Proxy will be voted in respect
thereof in accordance with the best judgment of the persons authorized therein,
and discretionary authority to do so is included in the proxy. The cost of
soliciting proxies will be borne by the Corporation. In addition to solicitation
by mail, officers and other employees of the Corporation and its subsidiaries
may solicit proxies by telephone or in person, without compensation other than
their regular compensation.
Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope. A prompt response will be helpful and appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
Paulette Demers
Secretary
July 10, 1998