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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 Rule 14a-12
Tri City Bankshares Corporation
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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:
- --------------------------------------------------------------------------------
(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):
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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.
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[ ] 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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TRI CITY BANKSHARES CORPORATION
6400 SOUTH 27TH STREET
OAK CREEK, WISCONSIN 53154
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 13, 2001
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 13, 2001 at 9:30 a.m.,
for the following purposes:
(1) To elect fourteen members of the Board of Directors to serve until the
2002 Annual Meeting of Shareholders and until their successors are
elected and qualified; and
(2) To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on April 25, 2001,
will be entitled to notice of, and to vote at, the Annual Meeting, or at any
adjournment thereof.
All shareholders are cordially invited to attend and participate in the Annual
Meeting in person. Those who do not expect to attend the Annual Meeting are
urged to sign and return the enclosed proxy. Your proxy will not be used if you
subsequently decide to attend the Annual Meeting and desire to vote your shares
in person, or if you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/s/Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2001
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TRI CITY BANKSHARES CORPORATION
6400 SOUTH 27TH STREET
OAK CREEK, WISCONSIN 53154
PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Tri City Bankshares Corporation (the "Corporation")
to be voted at the Annual Meeting of Shareholders to be held at Tri City
National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on June 13,
2001, at 9:30 a.m., for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders. The solicitation is made by the mailing of this
Proxy Statement with its enclosures. No other solicitation is contemplated,
however, if it is necessary to assure adequate attendance at the Annual Meeting,
the Corporation's Board of Directors may, if it deems it advisable, make a
further solicitation by mail, telephone, facsimile, and/or personal interview
for proxies. Such solicitation will be made by the officers of the Corporation
and will be limited in extent. The total expense of the solicitation, including
reimbursement of banks, brokerage firms, custodians, nominees, and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Corporation's common stock, $1.00 par value (the
"Common Stock"), will be borne by the Corporation. The approximate date on which
this Proxy Statement and accompanying proxy card are first being mailed to
shareholders is May 7, 2001.
Shareholders are asked to complete, sign, and return the enclosed proxy. The
proxy may be revoked by you at any time before it is voted at the Annual
Meeting. Prior to the Annual Meeting, this may be done by execution of a
later-dated proxy or by written revocation sent to the Secretary of the
Corporation, Mr. Scott A. Wilson, at the office of the Corporation, 6400 South
27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may be revoked
at the Annual Meeting by oral or written request to the Secretary of the
Corporation.
Only shareholders of record at the close of business on April 25, 2001 (the
"Record Date") will be entitled to vote at the meeting. There were 2,602,957
shares of the Common Stock of the Corporation outstanding on that date, each
share being entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the Record Date is required for a quorum with
respect to the matters on which action is to be taken at the Annual Meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining a quorum. They will have no effect on the outcome of
voting in the election of Directors.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to the Corporation
by the persons named below and sets forth, as of March 1, 2001, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and officers of the
Corporation as a group. Except as otherwise indicated, the address of each
beneficial owner of more than 5% of the Common Stock listed below is 6400 South
27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
------------------------ ------------- ---------
Frank J. Bauer 28,195 Shares (3) 1.1%
Sanford Fedderly 71,002 Shares (4) 2.7%
William Gravitter 206,137 Shares (5) 8.0%
Henry Karbiner, Jr. 68,260 Shares (6) 2.6%
William L. Komisar 1,814 Shares *
Christ Krantz 69,763 Shares 2.7%
William P. McGovern 12,000 Shares *
Robert W. Orth 10,089 Shares (7) *
Ronald K. Puetz 11,865 Shares (8) *
John M. Rupcich 430,640 Shares (9) 16.6%
Agatha T. Ulrich 602,892 Shares (10) 23.3%
David A. Ulrich, Jr. 49,711 Shares 1.9%
William J. Werry 34,500 Shares (11) 1.3%
Scott A. Wilson 11,720 Shares (12) *
All directors and officers 1,612,837 Shares 62.3%
as a group (16 persons)
- ---------------------
* Less than 1%.
(1) Nature of beneficial ownership is direct unless otherwise indicated by
footnote, and beneficial ownership, as shown in the foregoing table,
arises from sole voting and investment power, except as otherwise
indicated by footnote.
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(2) Percentages are based upon the 2,589,426 shares issued and outstanding
as of March 1, 2001.
(3) Includes 2,789 shares registered in the name of Mr. Bauer and his wife,
as joint tenants, as to which Mr. Bauer has shared voting and
investment power, and 982 shares registered in the name of Mrs. Bauer.
(4) Includes 35,180 shares registered in the name of Mrs. Roberta C.
Fedderly 1991 Revocable Trust, 33,757 shares registered to the Sanford
Fedderly 1991 Revocable Trust, and 2,000 shares held in a self-directed
individual retirement account ("IRA") for the benefit of Mr. Fedderly.
(5) Includes 3,850 shares registered in the name of Mrs. Gravitter.
(6) Includes 5,500 shares registered in the name of Mrs. Karbiner, and
11,698 shares and 332 shares held in self-directed IRAs for the benefit
of Mr. Karbiner and Mrs. Karbiner, respectively.
(7) Includes 1,564 shares in accounts for Mr. Orth's children for which he
is custodian, and 113 shares registered in the name of Mrs. Orth.
(8) Includes 785 shares registered in the name of Mrs. Puetz and 2,301
shares held in a self-directed IRA for the benefit of Mr. Puetz.
(9) Includes 9,216 shares registered in the name of Mr. Rupcich and his
wife as joint tenants, as to which Mr. Rupcich has shared voting and
investment power. Also includes 415,900 shares held in the David A.
Ulrich living trust for which Mr. Rupcich exercises shared voting and
investment power as a trustee and as to which he disclaims beneficial
ownership.
(10) Includes 8,838 shares registered in the name of N.D.C., LLC. of which
Mrs. Ulrich is a principal shareholder, and 39,398 shares held in a
self directed IRA for the benefit of Mrs. Ulrich. Includes 134,392
shares held under agreements with members of Mrs. Ulrich's family.
(11) Includes 26,552 shares registered in the name of Mr. Werry and his wife
as joint tenants, as to which Mr. Werry has shared voting and
investment power. Also includes 2,428 shares registered in the name of
Mrs. Werry.
(12) Includes 7,258 shares registered in the name of Mr. Wilson and his
wife, as to which Mr. Wilson has shared voting and investment power,
and 3,156 shares and 1,306 shares held in self-directed IRAs for the
benefit of Mr. Wilson and Mrs. Wilson, respectively.
The Corporation knows of no contractual arrangements, including the pledge of
its securities, which might result in a change of control of the Corporation.
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ELECTION OF DIRECTORS
The Board of Directors proposes that the fourteen- (14) nominees named below be
elected to serve as directors for the ensuing year and until their successors
are elected and qualified. Proxies received by the Board of Directors will be
voted FOR the election of the following fourteen (14) persons, unless otherwise
indicated, but, if any such nominee is unable to serve, due to presently
unforeseen circumstances, proxies may be voted for another person nominated by
the Board of Directors. Directors are elected by a plurality of the votes cast
by holders of the Corporation's Common Stock entitled to vote at a meeting at
which a quorum is present. In other words, the fourteen directors who receive
the largest number of votes will be elected as directors. Any shares not voted,
whether by withheld authority, broker non-vote or otherwise, will have no effect
in the election of directors except to the extent that the failure to vote for
an individual results in another individual receiving a larger number of votes.
Any votes attempted to be cast "against" a candidate are not given legal effect
and are not counted as votes cast in an election of directors.
All of the persons nominated as directors are currently directors of the
Corporation and, were elected at the last annual meeting held on June 14, 2000,
for a one year term which expires at the 2001 Annual Meeting. All of the
nominees have consented to serve if elected, and the Board of Directors is not
aware of any nominee who may be unable to serve as a director. The directors and
officers of the Corporation beneficially own a majority of the Corporation's
outstanding Common Stock. Accordingly, assuming that all directors and executive
officers vote for the nominees listed below, election of such nominees is
assured.
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
---- ----- --- ------------------------------------
Frank J. Bauer 1990 74 Director of the Corporation. President of Frank Bauer
Construction Company, Inc. Director of Tri City National Bank.
Sanford Fedderly 1980 66 Director of the Corporation. Retired Registered Pharmacist.
Retired President of Tri City Pharmacy, Inc., Oak Creek,
Wisconsin. Director of Tri City National Bank.
William Gravitter 1980 72 Director of the Corporation. President of Hy-View Mobile Home
Park. Director of Tri City National Bank.
Henry Karbiner, Jr. 1980 60 President, Chief Executive Officer and Chairman of the Board
of the Corporation since October, 1998. Treasurer and a
Director of the Corporation. Executive Vice President and
Secretary of the Corporation from January, 1989 to October,
1998. Chairman of the Board and Chief Executive Officer of
Tri City National Bank from October, 1998 to present.
President of Tri City National Bank from August, 1990 to
January, 2000.
William L. Komisar 1999 48 Director of the Corporation. Partner - Komisar, Brady & Co.,
LLP, CPAs, from 1981 to present. Director of Tri City
National Bank.
Christ Krantz 1980 76 Director of the Corporation. President of Krantz Realty,
Inc.. Vice President and Secretary of KRK, Inc., which owns
Ramada Airport Motel, Milwaukee, Wisconsin. Partner in
Veterans Linen Supply Company. Director of Tri City National
Bank.
William P. McGovern 1980 85 Director of the Corporation. Semi-retired Attorney-at-Law,
Milwaukee, Wisconsin. Director of Tri City National Bank.
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Robert W. Orth 1996 54 Senior Vice President and a Director of the Corporation
since 1996. Executive Vice President and Director of Tri
City National Bank since 1996. Senior Vice President of
Bank One, Milwaukee, NA from 1979 to 1996.
Ronald K. Puetz 1988 52 Executive Vice President of the Corporation since June,
2000 and a Director. Senior Vice President of the
Corporation from January, 1990 to June, 2000. President
of Tri City National Bank from January, 2000 to present.
Executive Vice President of Tri City National Bank from
January, 1990 to January, 2000. Director of Tri City
National Bank.
John M. Rupcich 1993 55 Director of the Corporation. Independent Investor. Retired
President and Director of N.D.C., Inc. Retired Executive
Vice President, Treasurer and Director of Mega Marts, Inc.
Director of Tri City National Bank.
Agatha T. Ulrich 1999 72 Director of the Corporation. Director of N.D.C., LLC.
Director of Tri City National Bank.
David A. Ulrich, Jr. 1997 40 Director of the Corporation. Independent Investor.
Retired Vice President and a Director of Mega Marts, Inc.
Retired Vice President and Director of N.D.C., Inc.
Director of Tri City National Bank
William J. Werry 1980 74 Director of the Corporation. Retired Unit President of Tri
City National Bank. Director of Tri City National Bank.
Scott A. Wilson 1990 54 Secretary of the Corporation since October 14, 1998.
Senior Vice President and a Director of the Corporation.
Executive Vice President and a Director of Tri City
National Bank.
There is a family relationship between three of the nominees for directorship.
Mr. Bauer is Mr. Ulrich's uncle and Mrs. Ulrich's brother.
The Corporation's Board of Directors has standing Audit and Executive
Committees. The Executive Committee is composed of Messrs. Fedderly, Gravitter,
Karbiner, Krantz and Puetz. The Executive Committee's purpose is to exercise the
powers of the full Board between regular meetings of the Board. During 2000, the
Executive Committee held four meetings. The Corporation has an Audit Committee
composed of independent directors. Information regarding the functions performed
by the Committee, its membership, and the number of meetings held during the
fiscal year, is set forth in the "Report of the Audit Committee," included in
this Proxy Statement. The Board of Directors has not appointed a nominating
committee, and the review of recommendations for, and the selection of, nominees
to Board membership is handled by the Board serving as a committee of the whole.
If shareholders were to recommend nominees for directors, the full Board would
consider such persons. Shareholders are entitled to nominate persons from the
floor at the Annual Meeting, but it is intended that the proxies solicited with
the Proxy Statement will be voted for the slate of the fourteen persons listed
in the table above as nominees to the Board of Directors. The Board of Directors
does not have a compensation committee.
The Board of Directors held four meetings during 2000. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 2000, except for Mr. Gravitter. Mr. Lauterbach's term as
director will expire at the annual meeting.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Corporation's financial reporting process on
behalf of the Board of Directors. The Audit Committee is governed by a written
charter approved by the Board of Directors. A copy of this charter is included
in Appendix A. The current members of the Audit Committee, all of whom are
non-employee directors, are Messrs. Komisar (Chair), Werry, Fedderly, Krantz and
McGovern. The members of the Audit Committee are independent in accordance with
the definition of independence in Rule 4200(a)(15) of the NASD listing
standards.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management including the discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
The Audit Committee reviewed the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the Corporation's accounting principles
and such other matters as are required to be discussed with the Audit Committee
under generally accepted auditing standards. In addition, the Audit Committee
has discussed with the independent auditors the matters required to be discussed
by Statement on Accounting Standards No. 61 and the auditors' independence from
management and the Corporation. The Audit Committee has received the written
disclosures from Ernst & Young, LLP required by the Independence Standards Board
Standard No. 1.
The Audit Committee discussed with the Corporation's internal and independent
auditors the overall scope and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Corporation's internal controls, and the overall quality of
the Corporation's financial reporting. The Audit Committee held three meetings
during the fiscal 2000.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended 2000 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have also recommended the
selection of the Corporation's independent auditors.
William L. Komisar, Audit Committee Chair
William J. Werry, Audit Committee Member
Sanford Fedderly, Audit Committee Member
Christ Krantz, Audit Committee Member
William P. McGovern, Audit Committee Member
March 14, 2001
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EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Corporation and
its subsidiaries during the fiscal years ended December 31, 2000, 1999 and 1998
to each of the most highly compensated executive officers of the Corporation
whose total annual cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ------------------- All Other
Principal Position Year Salary ($) Bonus ($) Compensation ($)(1)
------------------ ---- ---------- --------- -------------------
Henry Karbiner, Jr. 2000 $361,230 $75,600 $8,500
President and Chief 1999 307,376 54,232 8,121
Executive Officer and 1998 280,176 60,258 8,091
Treasurer
Robert W. Orth, 2000 178,499 37,170 8,500
Senior Vice 1999 157,369 28,000 8,121
President 1998 143,391 30,778 8,085
Ronald K. Puetz, 2000 214,405 44,730 8,500
Executive Vice 1999 158,106 27,981 8,121
President 1998 144,114 30,756 8,091
Scott A. Wilson, 2000 171,799 35,490 8,500
Senior Vice 1999 143,925 25,169 7,991
President and Secretary 1998 131,484 27,632 7,330
(1) All other compensation represents the Corporation's matching
contribution to the employee's 401(k) plan.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive compensation, including that of the C.E.O., consists primarily of
salary and cash bonus. The C.E.O.'s compensation is determined in the same
manner as the other executives.
The bonus portion of executive compensation is based entirely on the
Corporation's return on assets. If the return on assets for the twelve-month
period ending in November is less than the minimum amount of one percent (1%),
no cash bonuses are paid. If the return on assets exceeds the minimum, the bonus
is computed as a percentage of salary based on a formula such that as the return
on assets increases, the bonus percentage increases by a proportionate rate. The
same bonus percentage is applied to all officers of the Corporation.
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Except for the bonus, there is no specific relationship between corporate
performance and executive salaries and benefits. In 2000, executive compensation
was determined by the President of the Corporation considering the following
factors without assigning any relative weight or importance to any factor:
1. Current compensation;
2. Cost of living;
3. Salaries paid to executives at other banks;
4. Performance of the bank during the prior year;
5. Prospects of future growth and performance; and
6. The individual performance of the executive.
Stock price is not a factor in determining executive salaries or bonuses.
The salaries determined by the President were submitted to the full Board of
Directors for approval. After reviewing the recommendations, the Board members
had an opportunity to discuss any factors they deemed relevant - there was no
agenda or specific list of factors to be discussed. The recommendations of the
President were approved by the Board without adjustment.
The Corporation continues to follow its long-standing policy of not providing
its executives with many of the non-cash perquisites given to executives of
similar companies. Executives receive no stock rights, options, warrants or
stock appreciation rights. The Corporation does not provide memberships for its
executives in country clubs or other social clubs. Also, executives receive no
special retirement benefits or deferred compensation - they participate in the
same retirement plan provided to non-executive employees of the Corporation.
By the Board of Directors
Frank J. Bauer Christ Krantz John M. Rupcich
Sanford Fedderly Agatha T. Ulrich William Gravitter
William McGovern David A. Ulrich, Jr. Henry Karbiner, Jr.
Robert W. Orth William J. Werry William L. Komisar
Ronald K. Puetz Scott A. Wilson
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STOCK PERFORMANCE GRAPH
The following graph shows the cumulative stockholder return on the Corporation's
Common Stock over the last five fiscal years compared to the returns of the
Standard & Poor's 500 Stock Index and Major Regional Bank Index compiled by
Standard & Poor's and consisting of 20 regional banks, assuming that $100 is
invested on December 31, 1995 with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S&P 500 BANKS BANKSHARES
--------------------- ------- ----- ----------
1995 100.00 100.00 100.00
1996 122.96 136.64 114.17
1997 163.98 205.47 131.11
1998 210.84 227.02 150.12
1999 255.21 194.78 171.59
2000 231.98 249.38 196.88
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DIRECTORS' FEES
In 2000, the directors of the Corporation, who were not also officers of the
Corporation, received $300 for each Board meeting attended.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 2000 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners or in which they have a substantial interest. The loans made
by the Corporation's banking subsidiary were made to the Corporation's officers
and directors and certain of the companies with which they are associated in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
unaffiliated persons or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
Mrs. Agatha T. Ulrich and Mr. David A. Ulrich, Jr., directors of the
Corporation, are principal shareholders in a corporation that owns buildings
occupied by the Corporation's central office (the "Central Office") in Oak
Creek, a Tri City National Bank branch office located in Milwaukee, and eleven
Tri City National Bank branch offices located in Pick N'Save food stores in
Brookfield, Greenfield, Milwaukee, Oak Creek and West Allis. The Central Office
building lease has a five-year term, through 2001, with one five-year renewal
option. The branches located in local food stores have lease terms of three to
five years, through December 2001, with three five-year renewal options. The
annual rental for 2000 paid in connection with all of the aforementioned leases
was $227,581, subject to adjustment as a result of increases in the consumer
price index. Pursuant to the Central Office lease only, the Corporation is also
obligated to pay property taxes, insurance and maintenance costs associated with
the building.
OTHER BUSINESS
The Board of Directors knows of no other business, which may come before the
Annual Meeting. In the event that any other business not known or determined at
this time does properly come before the Meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the Proxy Statement.
Nominees receiving the largest number of affirmative votes cast will be elected
as directors up to the maximum number of directors to be chosen at the election.
Any shares not voted affirmatively, whether by abstention or broker nonvote,
will generally have no impact on the election of directors.
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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of Tri City Bankshares Corporation has reappointed Ernst
& Young, LLP as independent auditors to audit the financial statements of the
Corporation for the current fiscal year.
AUDIT FEES. The aggregate fees billed for professional services rendered by the
independent auditors for (1) the audit of the Corporation's financial statements
as of the year ended December 31, 2000 and (2) the review of the financial
statements included in the Corporation's Quarterly Reports on Form 10-Q for the
year were $71,400.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. No fees were
billed for professional services rendered by the independent auditors during
2000 for (1) operating, or supervising the operation of, the Corporation's
information systems or managing its local area networks and (2) designing or
implementing a hardware or software system that aggregates source data
underlying the Corporation's financial statements or generates information that
is significant to its financial statements taken as a whole.
ALL OTHER FEES. The aggregate fees billed by the independent auditors during
2000 for non-audit and non-information systems related services were $18,100.
The Audit Committee has considered whether the provision of financial
information systems design and implementation services and other non-audit
services is compatible with the independent auditors' independence and satisfied
itself as to the auditors' independence.
Representatives of the firm of Ernst & Young, LLP are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire and will be available to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the Corporation's Proxy
Statement for its 2001 Annual Meeting of Shareholders must be received by the
Corporation no later than January 7, 2002. The Corporation's By-Laws currently
do not restrict shareholders from making proposals or director nominations at
the Annual Meeting.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an interest adverse
to the Corporation or any of its subsidiaries in any material pending legal
proceedings.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors to file reports with the Securities and Exchange
Commission disclosing their ownership, and changes in their ownership of stock
in the Corporation. Copies of these reports must also be furnished to the
Corporation. Based solely on a review of these copies, the Corporation believes
that during 2000, its officers and directors complied with all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934, except
in 1999, Agatha Ulrich failed to timely report one transaction on Form 4.
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FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2000 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 25, 2001 RECORD DATE BY WRITTEN REQUEST TO SCOTT A. WILSON,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK, WISCONSIN
53154, (414) 761-1610.
By Order of the Board of Directors
/s/ Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2001
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 2001 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE.
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Appendix A
AUDIT COMMITTEE CHARTER
Organization
This charter governs the operations of the audit committee. The committee shall
review and reassess the charter at least annually and obtain the approval of the
board of directors. The committee shall be appointed by the board of directors
and shall comprise at least three directors, each of whom are independent of
management and the Company. Members of the committee shall be considered
independent if they have no relationship that may interfere with the exercise of
their independence from management and the Company. All committee members shall
be financially literate, [or shall become financially literate within a
reasonable period of time after appointment to the committee,] and at least one
member shall have accounting or related financial management expertise.
Statement of Policy
The audit committee shall provide assistance to the board of directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the financial
controls, the internal audit function, the annual independent audit of the
Company's financial statements, and the legal compliance and ethics programs as
established by management and the board. In so doing, it is the responsibility
of the committee to maintain free and open communication between the committee,
independent auditors, the internal auditors and management of the Company. In
discharging its oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the power to retain outside
counsel, or other experts for this purpose.
Responsibilities and Processes
The primary responsibility of the audit committee is to oversee the Company's
financial reporting process on behalf of the board and report the results of
their activities to the board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The committee in carrying out is
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. The committee
should take the appropriate actions to set the overall corporate "tone" for
quality financial reporting, sound business risk practices, and ethical
behavior.
The following shall be the principal recurring processes of the audit committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the committee may supplement them as
appropriate.
- - The committee shall have a clear understanding with management and the
independent auditors that the independent auditors are ultimately
accountable to the board and audit committee, as representatives of the
Company's shareholders. The committee shall have the ultimate authority and
responsibility to evaluate and, where appropriate, replace the independent
auditors. The committee shall discuss with the auditors their independence
from management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
16
committee shall review and recommend to the board the selection of the
Company's independent auditors.
- - The committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective auditors
including the adequacy of staffing and compensation. Also, the committee
shall discuss with management, the internal auditors, and the independent
auditors the adequacy and effectiveness of the accounting and financial
controls, including the Company's system to monitor and manage business
risk, and legal and ethical compliance programs. Further, the committee
shall meet separately with the internal auditors and the independent
auditors, with or without management present, to discuss the results of
their examinations.
- - The committee shall review the interim financial statements with management
and the independent auditors prior to the filing of the Company's Quarterly
Report on Form 10-Q. Also, the committee shall discuss the results of the
quarterly review and any other matters required to be communicated to the
committee by the independent auditors under generally accepted auditing
standards. The chair of the committee may represent the entire committee
for the purposes of this review.
- - The committee shall review with management and the independent auditors the
financial statements to be included in the Company's Annual Report on Form
10-K (or the annual report to shareholders if distributed prior to the
filing of Form 10-K), including their judgment about the quality, not just
acceptability, of accounting principles , the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements.
Also, the committee shall discuss the results of the annual audit and any
other matters required to be to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
17
PROXY TRI CITY BANKSHARES CORPORATION PROXY
ANNUAL MEETING-JUNE 13, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William Gravitter and Henry Karbiner, Jr. and each of them, with full power to act without
the others and with full power in each to appoint his substitute or substitutes, as the undersigned's proxy to vote all of the
shares which the undersigned may be entitled to vote at the Annual Meeting of the Shareholders of Tri City Bankshares Corporation, a
Wisconsin corporation, to be held at Tri City National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on Wednesday, June
13, 2001 at 9:30 A.M., and at any adjournment or adjournments of said meeting, on the following matters:
1. Election of Directors :
For all nominees listed below | | WITHHOLD AUTHORITY to vote | | ABSTAIN From Vote | |
(or their substitutes if any for all nominees listed below
nominees shall be unable to
stand for election)
FRANK BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR., WILLIAM L. KOMISAR,
CHRIST KRANTZ, WILLIAM P. MCGOVERN, ROBERT W. ORTH, RONALD K. PUETZ,
JOHN M. RUPCICH, AGATHA T. ULRICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY, SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.)
(Over)
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The Board of Directors recommends a vote FOR item 1.
2. In their discretion on 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.
Date , 2001
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Please sign exactly as name appears hereon. For joint
accounts, all owners should sign. Executors,
Administrators, Trustees, etc., should so indicate when
signing.