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 (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 Section 240.14a-11(c) or Section 240.14a-12
Emclaire Financial Corp.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EMCLAIRE FINANCIAL CORP.
EMLENTON, PENNSYLVANIA 16373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Shareholders
of Emclaire Financial Corp. (the "Corporation") will be held at 7:00 p.m.,
prevailing time, on Wednesday, May 20, 1998, at the Farmers National Bank Data
Processing Center, 708 Main Street, Emlenton, Pennsylvania 16373, for the
following purposes:
1. To elect three (3) Class A directors to serve for 3-year
terms and until their successors are duly elected and qualified;
2. To ratify the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, of Wexford, Pennsylvania, as the independent auditors of the
Corporation for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business, at
5:00 p.m., on Monday, April 6, 1998, will be entitled to notice of and to vote
at the Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1997, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your signed proxy, regardless of the number of shares you hold,
will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your right to vote in
person if you attend the meeting.
By Order of the Board of Directors,
/s/David L. Cox
David L. Cox, President
April 13, 1998
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 20, 1998
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Emclaire Financial Corp. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation ("Annual Meeting") to be held at the Farmers
National Bank Data Processing Center, 708 Main Street, Emlenton, Pennsylvania
16373, on Wednesday, May 20, 1998, at 7:00 p.m.
prevailing time, or at any adjournment or postponement of the Annual Meeting.
The main office of the Corporation is located at The Farmers
National Bank of Emlenton (the "Bank"), 612 Main Street, Emlenton, Pennsylvania
16373. The telephone number for the Corporation is (724) 867-2311. All inquiries
should be directed to David L. Cox, President. This Proxy Statement and the
enclosed form of proxy (the "Proxy") are first being sent to shareholders of the
Corporation on April 13, 1998.
Solicitation
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted for the election of the three (3) nominees for Class A
Director named below and for the approval of S. R. Snodgrass, A.C., Certified
Public Accountants as the independent auditors for the fiscal year ending
December 31, 1998. Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting
proxies will be borne by the Corporation. In addition to the use of the mails,
certain directors, officers and employees of the Corporation intend to solicit
proxies personally, by telephone and by telefacsimile. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record by
these persons, and, upon request therefor, the Corporation will reimburse them
for their reasonable forwarding expenses.
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time
before it is voted by: (1) delivering written notice of revocation to Ronald L.
Larimore, Secretary, Emclaire Financial Corp., 612 Main Street, Post Office Box
D, Emlenton, Pennsylvania 16373, telephone: (724) 867-2311; (2) executing a
later-dated Proxy and giving written notice thereof to the Secretary of the
Corporation or (3) voting in person after giving written notice to the Secretary
of the Corporation.
Voting Securities and Quorum
At the close of business on April 6, 1998,(the "Voting Record
Date") the Corporation had outstanding 1,081,453 shares of common stock, $1.25
par value. A majority of the outstanding shares in person or by proxy will
constitute a quorum at the Annual Meeting.
1
Only holders of common stock of record at the close of
business on the Voting Record Date, will be entitled to notice of and to vote at
the Annual Meeting. On all matters to come before the Annual Meeting, each share
of common stock is entitled to one (1) vote.
As to the election of directors, the proxy being provided by
the Board enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.
As to the ratification of independent auditors and all other
matters that may properly come before the Meeting, by checking the appropriate
box, a stockholder may: vote "FOR" the item or vote "AGAINST" the item. Unless
otherwise required by law, all other matters shall be determined by a majority
of votes cast affirmatively or negatively without regard to Broker Non-Votes as
to that matter.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
Person and groups owning in excess of 5% of the common Stock
are required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Voting Record Date, persons or groups who own more
that 5% of the Common Stock and the ownership of all executive officers, and
directors of the Corporation as a group. Other than as noted below, management
know of no person or group that owns more than 5% of the outstanding shares of
Common Stock at the Voting Record Date:
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
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Barbara C. McElhattan 66,297(2) 6.13%
P. O. Box 515
Emlenton, PA 16373
Bernadette H. Crooks 86,982(3) 8.04%
RR 1, Box 368
Clarion, PA 16214
Mary E. Dascombe 90,574(4) 8.38%
6906 Buckhead Drive
Raleigh, NC 27609
George W. Freeman 80,640(5) 7.46%
P. O. Box 667
Knox, PA 16232
FINABA Co 94,668 8.75%
4140 East State Street
Hermitage, PA 16148
2
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(1) See footnote (1) under the following caption entitled "Beneficial
Ownership by Officers, Directors and Nominees" for the definition of
"beneficial ownership."
(2) Of the 66,297 Shares beneficially owned by Mrs. McElhattan, 33,579
shares are owned individually, 27,972 shares are owned jointly with her
spouse, and 4,746 shares are owned individually by her spouse.
(3) Of the 86,982 shares beneficially owned by Mrs. Crooks, 76,902 shares
are owned individually and 10,080 shares are owned individually by her
spouse.
(4) Of the 90,574 shares beneficially owned by Mrs. Dascombe, 64,386 shares
are owned individually, 2,677 shares are owned jointly with her spouse,
and 23,511 shares are owned individually by her spouse.
(5) Of the 80,640 shares beneficially owned by Mr. Freeman, 78,435 shares
are owned individually and 2,205 shares are owned individually by his
spouse.
The Common Stock is registered pursuant to Section 12(g) of the 1934
Act. The officers and directors of the Corporation and beneficial owners of
greater than 10% of the Common Stock ("10% beneficial owners") are required to
file reports on Forms 3, 4, and 5 with the Securities and Exchange Commission
("SEC") disclosing changes in beneficial ownership of the Common Stock. Based on
the Corporation's review of such ownership reports, to the Corporation's
knowledge, no executive officer, director, or 10% beneficial owner of the
Corporation failed to file such ownership reports on a timely basis for the
fiscal year ended December 31, 1997.
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of the Voting Record Date,
the amount and percentage of the Common Stock of the Corporation beneficially
owned by each director, each nominee and all officers and directors of the
Corporation as a group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class
- -------------------- -------------------------- --------
George W. Freeman (5) 80,640 7.46%
Ronald L. Ashbaugh (4) 10,500 (3)
Elizabeth C. Smith (6) 39,459 3.65%
Brian C. McCarrier (11) 315 (3)
Robert L. Hunter (7) 8,977 (3)
John B. Mason (8) 4,525 (3)
Bernadette H. Crooks (9) 86,982 8.04%
J. Michael King (4) 5,250 (3)
Rodney C. Heeter (10) 5,250 (3)
David L. Cox (4) 10,080 (3)
All Officer and Directors 258,900 23.94%
as a Group (12 persons)
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(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within 60 days after the
Voting Record Date. Beneficial ownership may be disclaimed as to certain of
the securities.
(2) Information furnished by the Directors and the Corporation.
(3) Less than one percent (1%).
(4) All Shares are owned individually.
(5) See footnote (5) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
3
(6) Of the 39,459 shares beneficially owned by Mrs. Smith, 29,179 are owned
individually and 10,280 are held as custodian for her grandchildren.
(7) Of the 8,977 shares beneficially owned by Mr. Hunter, 5,040 shares are
owned individually and 3,937 shares are owned individually by his spouse.
(8) Of the 4,525 shares beneficially owned by Mr. Mason, 4,315 shares are owned
individually and 210 shares are held as custodian for his daughter.
(9) See footnote (3) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(10) Of the 5,250 shares beneficially owned by Mr. Heeter, 2,625 shares are
owned individually and 2,625 shares are owned individually by his spouse.
(11) All shares owned jointly with spouse
ELECTION OF DIRECTORS
The Corporation has a classified Board of Directors with
staggered 3-year terms of office. In a classified board, the directors are
generally divided into separate classes of equal number. The terms of the
separate classes expire in successive years. Thus, at each Annual Meeting of
Shareholders, successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the office of
one class shall expire each year.
Unless otherwise instructed, the Board of Directors of the
Corporation or its designee, the proxy holder, will have the right to cast their
votes for the nominees, unless the shareholder indicates on his or her Proxy how
he or she desires the votes to be cast. If any nominee should become unavailable
for any reason, proxies will be voted in favor of a substitute nominee as the
Board of Directors of the Corporation shall determine. The Board of Directors
has no reason to believe the nominees named will be unable to serve if elected.
Any vacancy occurring on the Board of Directors of the Corporation for any
reason may be filled by a majority of the directors then in office until the
expiration of the term of the vacancy. The Board of Directors recommends that
its nominees be elected as Directors.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect
to the directors, executive officers and nominees:
Age as of Principal Occupation Director Since
Name 12/31/97 for Past Five Years Bank/Corporation
- ---- -------- ------------------- ----------------
Class A Directors Whose Term Expires in 1998 and
Nominees for Class A Directors whose term expires in 2001
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Rodney C. Heeter 60 Owner of Heeter Lumber Co. 1988/1989
(1) (2) (3)
J. Michael King 50 Senior Partner of Lynn, King & Schreffler, 1988/1989
(1) (4) (5) (6) Attorneys at Law
David L. Cox 47 President. Prior to 1997 Senior Vice 1991/1991
(1) (5) (6) President
4
Class B Directors Whose Term Expires in 1999
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Bernadette H. Crooks 75 Retired 1985/1989
(1) (2) (3)
Robert L. Hunter 56 Truck Dealer, part owner of Hunter Truck 1974/1989
(3) (4) Sales and Service, Inc., Director of Idealease
of North America, Inc.
John B. Mason 49 Insurance Broker for H. B. Beels & Son, Inc. 1985/1989
(2) (4) (5) (6)
Class C Directors Whose Term Expires in 2000
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Ronald L. Ashbaugh 62 Retired, former President of the Bank and 1971/1989
(1) (5) (6) Corporation
George W. Freeman 67 Owner of Freeman's Tree Farm 1964/1989
(4) (5) (6)
Elizabeth C. Smith 66 Retired, former Owner of The 1995/1995
(3) Inn at Oakmont
Brian C. McCarrier 34 President, Interstate Pipe and Supply 1997/1997
(1) (3) (6) Company. Prior to 1995 Controller Interstate
Pipe and Supply Company
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(1) Member of the Investment and Funds Management Committee. This Committee
is appointed by the Chairman of the Board and determines investment
policy and funds management policy. This committee also recommends
investment purchases for the bank portfolio.
(2) Member of the Building Committee. This committee is appointed by the
Chairman of the Board and is responsible for overseeing the maintenance
of the physical properties of the Bank.
(3) Member of the Audit Committee. This committee is appointed by the
Chairman of the Board and meets with the independent auditors to review
their audit of the financial reports of the Corporation.
(4) Member of the Salary and Personnel Committee. This committee is
appointed by the Chairman of the Board and reviews salary and personnel
policy and recommends changes to the Board.
(5) Member of the Loan and Discount committee. This committee is appointed
by the Chairman of the Board and is responsible to review and approve
loans which exceed the loan officer's lending limits.
(6) Member of the Branching committee. This committee is appointed by the
Chairman of the Board and examines and recommends future expansion to
the Board of Directors.
During 1997, Directors received four hundred dollars ($400)
per month for their services as Director of the Bank. No additional compensation
is paid for service as Directors of the Corporation. During 1997, the Board of
Directors of the Corporation held four regular meetings and one special meeting
and the Board Of Directors of the Bank held twelve (12) regular meetings and two
special meetings. In 1997, each Director was paid a retainer of $4,800 for
service as a Board Member. In addition, outside Directors received $100 for each
committee meeting that they attended. During 1997, total fees paid to all
Directors were $54,100.
Each of the Directors, attended at least seventy-five percent
(75%) of the combined total number of meetings of the Corporation's and Bank's
Board of Directors and of the committees on which they serve, with the exception
of Mr. Hunter who attended 65% of the total number of meetings.
5
The Corporation's full Board of Directors acts as the
nominating committee. A shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director should submit
a proposal in writing to the Secretary of the Corporation in accordance with
Section 10.1 of the Corporation's Bylaws.
Remuneration of Officers and Directors
The following table sets forth all cash compensation for
services in all capacities paid by the Bank during 1997 to the chief executive
officer. No officer's compensation exceeded $100,000. The Corporation pays no
salaries or benefits.
SUMMARY COMPENSATION TABLE
--------------------------
All Other Annual
Name and Principal Position Year Salary Bonus Compensation (2)
- --------------------------- ---- ------ ----- ----------------
David L. Cox (1) 1997 $76,122 $2,914 $4,800
President and Chairman
of the Board
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(1) Mr. Cox became President and Chairman January 1, 1997.
(2) Does not include the value of certain other benefits, which do not
exceed $50,000 or 10% of the total salary and bonus of the individual.
Change-in-Control Severance Agreements
The Bank is party to change-in -control agreements with
president David L. Cox and two other executive officers of the Bank
(collectively, the "Officers"). The agreements are for terms of five years.
Under the agreements, in the event of termination of employment, or diminution
of employment in connection with, or within two years after any change of
control of the Bank or the Corporation, the Officers will be paid in a lump sum
an amount equal to 2.0 times their base compensation. In addition, Officers
would be entitled to receive among other things, accident, health, disability,
and life insurance for two years after such termination or diminution. Had a
change in control been deemed to have occurred at the completion of the last
fiscal year, Mr. Cox would have been entitled to approximately $152,244, and the
other two officers would, in the aggregate, be entitled to receive approximately
$239,560. The payment that would be made would be an expense to the Bank,
thereby reducing net income and the Bank's capital by that amount, before the
effect of applicable income taxes. The agreements are automatically extended for
a period of one year, annually, unless the Board, in its sole discretion,
provides prior notice of its intent not to extend the agreement.
Pension Plan
The Bank maintains a defined benefit pension plan (the
"Plan"). The Plan is intended to provide retirement and certain other benefits
to eligible employees and their beneficiaries. An individual is eligible to
participate in the Plan if he or she is an employee of the Bank and has
completed five (5) years of service or reached fifty-five (55) years of age
unless (1) the employee is covered under another plan to which the Bank
contributes; or (2) the employee is covered under a collective bargaining
agreement with the Bank that does not provide for coverage under the Plan.
6
An employee's expected monthly pension payable is based upon a
formula. Full vesting occurs after the completion of five (5) years of service.
In 1997, the Bank made no contribution to the Plan.
As of December 31, 1997, Mr. Cox had 24 years of credited
service under the Plan; Mr. Larimore had 24 years of credited service under the
Plan; and Mr. Boczar had 1 year of credited service under the Plan.
Certain Transactions
There have been no material transactions, proposed or
consummated, between the Corporation and the Bank with any director or executive
officer of the Corporation or the Bank, or any associate of the foregoing
persons. The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. With the
exception of the loans presented in the following table, all loans to executive
officers and directors of the Corporation and the Bank have been made in the
ordinary course of business and on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the Bank's other customers, and do not involve more
than the normal risk of collectibility nor present other unfavorable features.
On August 20, 1997, the Board of Directors amended a policy granting a discount
of 100 basis points on loans extended to non-officer employees to include
executive officers. The following table presents a summary of loans outstanding
to named officers that were extended, or amended, to reflect the change in
policy:
Highest
Principal
Year Balance Balance Interest Market
Name and Position Type Made During Year 12/31/97 Rate Rate
----------------- -------------------- ---- ----------- -------- -------- ------
David L. Cox
President and Chairman Residential Mortgage 1997 $ 95,000 $ 94,212 6.75% 7.75%
Personal Demand 1992 2,350 2,350 7.50 8.50
Ronald L. Larimore
Secretary Residential Mortgage 1997 95,000 28,350 6.75 7.75
Principal Officers of the Corporation
The following table sets forth selected information about the
principal officers of the Corporation, each of whom is selected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:
Bank
Held Employee Age as of
Name Since Since December 31, 1997
- ---- ----- ----- -----------------
David L. Cox, (1) 1997 1973 47
President
Ronald L. Larimore, 1989 1973 51
Secretary
John J. Boczar, CPA (2) 1996 1996 39
Treasurer
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(1) Prior to January 1997, Mr. Cox served as Vice President of the Corporation
from 1996, and Treasurer prior to May 1996.
(2) Prior to May 1996, Mr. Boczar was employed by S. R. Snodgrass, A.C.,
Certified Public Accountants.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of S.
R. Snodgrass, A.C., Certified Public Accountants, of Wexford, Pennsylvania
("Snodgrass"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 1998. The Corporation has been advised by
Snodgrass that none of its members has any financial interest in the
Corporation. Ratification of Snodgrass will require an affirmative vote of a
majority of the shares of Common Stock represented at the Annual Meeting.
Snodgrass served as the Corporation's independent public accountants for the
Corporation's 1997 fiscal year.
In addition to performing customary audit services, Snodgrass
assisted the Corporation with the preparation of its federal and state tax
returns, and provided assistance in connection with regulatory matters, charging
the Corporation for such services at its customary hourly billing rates. These
non-audit services were approved by the Corporation's and the Bank's Board of
Directors, after due consideration of the effect of the performance thereof on
the independence of the accountants and after the conclusion by the
Corporation's and the Bank's Board of Directors that there was no effect on the
independence of the accountants.
In the event that the shareholders do not ratify the selection
of Snodgrass as the Corporation's independent public accountants for the 1998
fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 1998 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of Snodgrass as the auditors for the Corporation for the year ending
December 31, 1998.
It is understood that even if the selection of Snodgrass is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent auditing firm at any time during the year if the Board of
Directors determines that such a change would be in the best interests of the
Corporation and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 1997, is being mailed with this Proxy Statement. Such Annual
Report is not to be treated as part of the proxy solicitation material or having
been incorporated herein by reference. A representative of Snodgrass, the
accounting firm which examined the financial statements in the Annual Report,
will not attend the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange Commission, wishes
to submit a proposal for inclusion in the Corporation's proxy statement for its
1999 Annual Meeting of Shareholders must deliver such proposal in writing to the
Secretary of Emclaire Financial Corp. at the principal executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Friday, December 11, 1998.
8
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Meeting, but if any matters are properly presented, it is the intention of the
persons named in the accompanying Proxy to vote on such matters in accordance
with their judgment.
ADDITIONAL INFORMATION
Upon written request, a copy of the Annual Report on Form
10-KSB of Emclaire Financial Corp. may be obtained, without charge from John
J. Boczar, Treasurer, Emclaire Financial Corp., 612 Main Street, Post Office
Box D, Emlenton, Pennsylvania 16373.
9
ANNEX I
EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 20, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints the Board of
Directors of Emclaire Financial Corp. (the "Corporation"), or its designee,
proxy of the undersigned, with full power of substitution, to vote all of the
shares the Corporation that the undersigned may be entitled to vote at the
Annual Meeting of Shareholders of the Corporation to be held on Wednesday, May
20, 1998, at the Farmers National Bank Data Processing Center, 708 Main Street,
Emlenton, Pennsylvania 16373, at 7:00 p.m., prevailing time, and at any
adjournment or postponement thereof as follows:
1. ELECTION OF CLASS A DIRECTORS
FOR WITHHELD
Rodney C. Heeter [ ] [ ]
J. Michael King [ ] [ ]
David L. Cox [ ] [ ]
2. Ratification of the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, as auditors of the Corporation for the year ending
December 31, 1998.
[ ] FOR [ ] AGAINST
3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 13, 1998 and an Annual Report to Stockholders.
Dated:___________________, 1998 [ ] Please check here if you plan to
attend the Annual Meeting
Number attending _________________
- -------------------------------------- ----------------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
- -------------------------------------- ----------------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED
PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER MUST
SIGN. -------------------------------------------
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