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:
[ ] 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
CONSUMERS BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than 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)(4)
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:___________________________________
CONSUMERS BANCORP, INC.
614 EAST LINCOLN WAY
P. O. BOX 256
MINERVA, OHIO 44657
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
September 16, 1998
The 1998 Annual Meeting of the Shareholders of Consumers Bancorp,
Inc. will be held at the main offices of Consumers National Bank,
614 East Lincoln Way, Minerva, Ohio, on Wednesday, September 16,
1998, at 7:00 p.m., for the following purposes:
1. To elect four (4) directors, each to serve for a three-year term
expiring in 2001.
2. For the transaction of any other business as may properly come
before the meeting, or any adjournment thereof.
Only those Shareholders of record at the close of business August
28, 1998, shall be entitled to notice of and to vote at said meeting
or any adjournment thereof.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY FORM AS PROMPTLY
AS POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. IF YOU DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY.
By Order of the Board of Directors
MARK S. KELLY
President
Chief Executive Officer
Minerva, Ohio
September 1, 1998
CONSUMERS BANCORP, INC.
614 EAST LINCOLN WAY
P. O. BOX 256
MINERVA, OHIO 44657
VOTING AND PROXY SOLICITATION MATTERS
This statement is furnished to Shareholders of Consumers Bancorp,
Inc. ("Bancorp") in connection with the solicitation of proxies for
use at the Annual Meeting of Shareholders to be held at the main
offices of Consumers National Bank, 614 East Lincoln Way, Minerva,
Ohio, on Wednesday, September 16, 1998, at 7:00 p.m.
This proxy statement and proxy are being mailed on or about
September 1, 1998. The accompanying proxy is solicited by the Board
of Directors. It is contemplated that solicitation of proxies will
be by use of the mails only. However, in addition, solicitation may
be made by telephone, telegraph, or facsimile by officers or by
employees of Consumers Bancorp, Inc., or by officers or employees of
the Consumers National Bank (the Bank). The cost of such
solicitation will be borne by the Bancorp. You may revoke your
proxy at any time prior to its exercise at the Annual Meeting by
giving written or oral notice to the secretary of the meeting.
Shareholders of record at the close of business on August 28, 1998,
are entitled to notice of and to vote at the meeting. Shareholders
do have cumulative voting rights. The number of shares outstanding
as of June 30, 1998 was 715,750 (without par value) with 720,000
shares having been issued. All directors and officers as a group
beneficially own 133,043 shares (18.59% of the shares outstanding).
ELECTION OF DIRECTORS
The Board of Directors has established the number of directors to be
elected for the ensuing year at four and has nominated the persons
listed below.
If any shareholder desires to make nominations other than the slate
submitted by management, the provisions of Article Five of the
Articles of Incorporation states: The number of Directors of the
Corporation shall be fixed from time to time by its Code of
Regulations and may be increased or decreased as therein provided,
but the number thereof shall in no event be less than nine (9)."
At the forthcoming Annual Meeting, the Shareholders will be asked to
elect the four Directors as listed below. The Board of Directors
of Consumers Bancorp, Inc. nominates and unanimously recommends for
election the four Directors named in the table following . The
persons named in the enclosed form of proxy will vote the proxy in
accordance with the choice specified. If no choice is specified, it
is the intention of the persons named in the enclosed form of proxy
to vote for the four nominees named below. Proxies cannot be voted
for a greater number of persons than the number of nominees named.
James R. Kiko
Walter J. Young
J. V. Hanna
John P. Furey
CERTAIN BENEFICIAL OWNERS
Under Rule 13(d) of the Securities Exchange Act of 1934, a
beneficial owner of a security is any person who directly or
indirectly has or shares voting power or investment power over such
security. Such beneficial owner under this definition need not
enjoy the economic benefit of such securities. The following are
the only shareholders (or group as that term is used in Section
13(d)(3)) deemed to be beneficial owners of 5% or more of the Common
Stock of the Bancorp as of June 30, 1998:
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name of Beneficial Owner Amount and Nature Percent of Class
of Beneficial Ownership
<S> <C> <C> <C>
Common Stock Romain F. Fry 142,998 19.98%
1012 E. First St.
Minerva, Ohio 44657
Common Stock J. V. Hanna 47,952 6.70%
208 Lindimore St.
Minerva, Ohio 44657
</TABLE>
<PAGE>
In this election of Directors, each shareholder shall have the right
to vote the number of shares owned by him for as many persons as
there are directors to be elected, or to cumulate such shares and
give to one candidate as many votes as the number of directors being
elected multiplied by the number of his shares shall equal, or to
distribute them on the same principal among as many candidates as he
shall see fit. For all other matters, each shareholder shall be
entitled to one vote.
The following table sets forth information as to each person who
currently serves as a Director or executive officer of the Bank and
as to all such Directors and executive officers as a group, as well
as the number of shares beneficially owned by each as of June 30,
1998.
<TABLE>
<CAPTION>
Shares of Common Stock
of Consumers Bancorp, Inc.
Beneficially Owned
on June 30, 1997
Name and Principal Occupation Position Age Number Percent
During Past Five Years With Bank of Class (*)
Residence or Bancorp
<S> <C> <C> <C> <C>
John P. Furey Director 41 3,862 0.54
President: Furey's Wheel
World, Inc.
Malvern, Ohio
J. V. Hanna Director 74 47,952 (1) 6.7
Vice President CNB Vice
Minerva, Ohio President
David W. Johnson Director 38 2,348 0.33
President: Summitville Tile
Salem, Oh.
Mark S. Kelly Director 48 6,478 (2) 0.91
President CNB President
Malvern, Ohio & C.E.O.
James R. Kiko Director 54 946 0.13
Russ Kiko Assoc., Inc.
Paris, Ohio
Thomas M. Kishman Director 49 1,350 (3) 0.19
Owner: Kishman's IGA
Minerva, Ohio
Laurie Lee McClellan, Director 45 6,522 (4) 0.91
Chairman: CNB Vice-Chairman,
Radiologic- Technologist Secretary
Minerva, Ohio
John D. Morris Director 48 1,050 0.15
Attorney
North Canton, Ohio
Harry W. Schmuck Director 83 6,048 (5) 0.84
Attorney: Retired,
Schmuck, Swallen,et. al
East Canton, Ohio
Homer R. Unkefer Director 83 31,508 (6) 4.4
President: Homer R.
Unkefer, Inc.
Minerva, Ohio
Walter J. Young Director 75 24,979 (7) 3.49
Vice President CNB Vice President
Malvern, Ohio
<FN>
Shares of all Directors and Executive Officers as a group
(11 persons): 133,043 or 18.59%
*Note The amounts set forth include shares owned by spouses,
minor children and other persons who share ownership, under the
beneficial ownership rules of the Securities & Exchange Commission,
is to be aggregated with that of the director or officer whose
stock ownership is shown.
(1) Director Hanna has no shared voting or investment power
as to 11,652 shares owned by his wife, Esther K. Hanna.
(2) Director Kelly has no shared voting or investment power
as to 78 shares owned by his wife, B. J. Kelly.
(3) Director Kishman has no shared voting or investment
power as to the 150 shares owned by his wife, Janice Kishman.
(4) Director McClellan has no shared voting or investment
power as to 300 shares owned by her husband, Walter McClellan
(5) Director Schmuck has shared voting and shared investment
power as to the 900 shares as to his being named Custodian
for Guinevere and Michael Schmuck.
(6) Director Unkefer has no shared voting or investment
power as to the 15,754 shares owned by his wife,
Frances Unkefer.
(7) Director Young has shared voting and investment power
as to the 23,395 shares owned jointly with his wife,
Dona H. Young.
</FN>
</TABLE>
<PAGE>
Laurie Lee McClellan is the daughter of Retired Director, Romain F.
Fry. Directors Morris and Schmuck are in practices as attorneys.
In the ordinary course of business, the Bancorp has retained the
legal services of Mr. Morris and Mr. Schmuck in the past and may
retain their services in the future. Management is not aware of any
other directorship in a bank with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, or
any publicly registered company.
The Bank held fourteen (14) official Board meetings during the
fiscal year 1998. All Directors (with the exception of retired
Chairman Romain Fry) attended at least 75% of these meetings and
meetings of Committees of which they were a member.
IN ACCORDANCE WITH THE SECURITIES EXCHANGE RULES SECTION
11.5(5)(H)(1):
No solicitation or communication subject to this Section shall be
made by means of any Statement, Form of Proxy, Notice of Meeting, or
other communications, written or oral, which contain any statement
that, at the time and in light of the circumstances under which it
is made, is false or misleading with respect to any material fact or
that omits to state any material fact necessary in order to make the
statement in any earlier communications with respect to the
solicitation of a Proxy for the same meeting or subject matter not
false or misleading.
PERSONS MAKING THE SOLICITATION AND COST
This solicitation is made by the Board of Directors of the Bancorp.
No Director of the Bancorp has informed management in writing that
he/she intends to oppose any action proposed to be taken by the
management. The cost of this solicitation of Proxies will be paid
by the Bancorp.
In addition to the use of mails, Proxies may by solicited by
personal interviews or by telephone. Directors, Officers, and
regular employees of the Bancorp or Bank may also solicit Proxies on
behalf of the management, by such methods without remuneration
therefore.
REMUNERATION AND OTHER TRANSACTIONS WITH MANAGEMENT AND OTHERS
Consumers Bancorp, Inc. did not incur any salary, committee,
benefit, or Board compensation expense for the fiscal 1998 year.
All such expenses are paid for, and any type of compensation or
benefit plan is provided by Consumers Bancorp's wholly owned
subsidiary, the Consumers National Bank. All executive officers of
the Bancorp are also executive officers of the Bank. Remuneration
paid by the Bank during the last Fiscal year for Directors and
principal Officers as a group:
CASH COMPENSATION TABLE
(For the Period of 7/1/97 to 6/30/98)
Number of Persons in Group: 12
Capacities in Which Served: Officers; Directors; Committees (1)
Cash Compensation: $ 402,186 (2)
(1) The term "officers" applies to the Chairman, Vice Chairman,
President, and two Vice Presidents. The term "committees" applies to
all committees listed.
(2) Included in the total of Cash Compensation is $99,680 paid to
non-officer directors as compensation for attending Board and
Committee meetings. President, Mark S. Kelly, received a total
salary and bonus of $157,742 and $12,000 compensation as a result
of serving as a director. No other officer or director received
remuneration in excess of $100,000.00.
Under the Consumers National Bank 401 (k) Savings and Retirement
Plan & Trust (Plan) as in effect during 1998, the Bank's Board of
Directors has the discretion and authority to determine the amount
to be contributed to the Plan. The Plan is administered by
Consumers National Bank. Each participant in the Plan has credited
to his benefit account a maximum of 4.0% of his annual salary,
provided he has voluntarily contributed a like amount. The Plan
states that each participant shall be fully vested in the Plan upon
completion of five years of service. Further benefits under the
Plan cannot be estimated for the Participants, since the benefits
are based upon future earnings of the Bank and future compensation
of the Participants. Part of the funds in the Plan are vested in
the Participants therein, in accordance with the Plan. An eligible
participant is one who has completed one year of service, works 1000
hours per year, and has attained the age of 21. At the time of
retirement, death, disability or other termination of employment, a
participant is eligible to receive distribution of all vested
amounts credited to his or her account in either a single lump sum
payment, or a series of substantially equal installment payments
over a period not longer than the joint life expectancy of the
participant and beneficiary. The aggregate total of participant
contributions and matching contributions of the Bank on behalf of
the Officers and Directors as defined above for the fiscal year 1998
was $20,258. Trustee of the Plan is Key Bank.
During the month of September 1995, the Board of Directors adopted
a Salary Continuation Plan (the Plan) to encourage Bank executives
(Assistant Vice-Presidents and above) to remain employees of the
Bank. The Plan provides additional retirement and spousal
survivorship benefits for those executives who have attained age 40
and have at least five years of service. The Plan provides a
participant or a surviving spouse upon retirement or death with
fifteen years of income payments equal to 70% of the employee's base
pay at the time of termination. The amount of base pay is limited
to the lesser of the preceding year's annual base salary prior to
termination or the annual base salary at the inception of the
agreement with the employee plus 3.5% annual inflation. Plan
benefits are reduced for primary social security benefits, other
Bank benefit programs, and the maximum annuitized benefits from Bank
contributions made under the Bank's 401(k) plan, which assumes that
the executive had been contributing an amount sufficient to maximize
the Bank's matching provisions of the 401(k) plan. Vesting in the
Plan commences at age 50 and is prorated until age 65, however,
vesting is 100% upon the death of the executive, assuming that they
were insurable, otherwise, benefits cease at death. The benefit
amount is determined using an 8.5% discount factor, compounded
monthly. For the year ended June 30, 1998, approximately $65,616
has been charged to expense.
COMMITTEES
The Bank has an Audit Committee, Discount (Loan) Committee,
Asset/Liability Committee, Compliance Committee, Technology &
Services Committee, and Executive Committee.
The Audit Committee is comprised of the following Board Members:
Laurie McClellan, Homer R. Unkefer; J. V. Hanna; Thomas M. Kishman;
John P. Furey; and Walter J. Young. This Committee meets monthly
and is on call for any unscheduled meetings as needed. The function
of the Audit Committee is to review all internal and external audit
reports and procedures and to make recommendations to management as
they see fit.
The Discount (Loan) Committee is comprised of: Mark S. Kelly;
Walter J. Young; J. V. Hanna; Homer R. Unkefer; John P. Furey; and
Laurie McClellan. The Discount Committee meets weekly to review
loan requests and reports and to review the Bank's progress on a
timely basis.
The ALCO Committee is comprised of: Mark S. Kelly; J. V. Hanna;
Laurie McClellan; John P. Furey; and Thomas M. Kishman. The
Investment Committee meets monthly and as often as needed to review
the Bank's investment strategy and portfolio.
The Compliance Committee is comprised of various management and
support personnel. Mark S. Kelly, John D. Morris, and Laurie
McClellan serve in an advisory capacity to this committee which
reviews needed compliance policies and procedures on a monthly
basis. The purpose of this committee is to prepare, monitor,
educate, and assure the continued adherence to various compliance
laws and issues.
The Technology & Services Committee meets monthly and is comprised
of various management and support personnel with the following
Directors as members: Mark S. Kelly; Laurie McClellan; John P.
Furey; and Thomas M. Kishman.
The Executive Committee meets on a monthly schedule at the call of
the Chairman to review various executive compensation areas and
Board organization issues. This committee is comprised of: Walter
Young; J. V. Hanna; Harry Schmuck; John Furey; Laurie McClellan; and
John D. Morris.
LEGAL PROCEEDINGS
There are no pending legal proceedings, other than ordinary routine
litigation to the Bank. The Bank is engaged as Plaintiff in
litigation in its normal course of business involving collection of
accounts past due. There is not presently any litigation pending in
which the Bank or Bancorp is a defendant.
DIRECTORS AND OFFICERS OF THE BANCORP AND BANK
Directors and Officers of the Bancorp and the Bank and their
associates are customers of the Bank in the ordinary course of
business. Continued transactions with these persons may be
expected to take place in the future. In the ordinary course of
business, loans are made to Officers and Directors on substantially
the same terms as those prevailing at the same time for comparable
transactions with other persons, and does not now, and will not,
involve more than the normal risk of collectability or present other
unfavorable features.
INDEPENDENT PUBLIC ACCOUNTANTS
Based on the recommendation of the Audit Committee, the Board of
Directors engaged the accounting firm of Crowe Chizek and Company
LLP to serve as independent certified public accountants for
Consumers Bancorp, Inc. for the fiscal year ended June 30, 1998.
This firm was also selected as the principal auditors to perform the
annual opinion audit for the fiscal year.
BRINGING MATTERS BEFORE THE SHAREHOLDER MEETING
The Bancorp takes this opportunity to inform the Shareholder that in
the event that any Shareholder who desires to propose matters to be
included in the Proxy material for the next Shareholder meeting must
do so ninety (90) days in advance of said meeting. In accordance
with the Articles of Association and By-Laws, the yearly meeting has
been set as the third Wednesday of September. It is recommended
that time be calculated in accordance with such date.
FINANCIAL STATEMENTS
Shareholders have been furnished the Bancorp's Annual Financial
Report for the year ended June 30, 1998.
The firm of Crowe Chizek and Company LLP, 5900 Landerbrook Dr.,
Suite 205, Cleveland, Oh. 44124 performed the annual opinion audit
of the Bancorp's financial statements and issued an unqualified
opinion on these. The Federal Income Tax report was prepared by the
firm of S. R. Arner & Co., 4100 Holiday St. NW, Suite 100, Canton,
Ohio 44718 for the fiscal year ended June 30, 1997.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the shareholders owning a majority of the
outstanding Common Stock of the Bancorp is required to elect the
four Directors as listed on the slate to serve on the Board of
Directors.
OTHER MATTERS
The Management at present knows of no other business to be presented
by or on behalf of the Bancorp or its management at the meeting.
ANNUAL REPORT AND FORM 10-K
Upon written request of a Shareholder, the Bancorp will provide,
without charge, a copy of the Bancorp's Annual Report of Form 10-K,
including the financial statements and schedules thereto to be filed
with the Comptroller of the Currency, for the period ended June 30,
1998. Such request should be directed to Mrs. Theresa Gill,
Administrative Officer and Corporate Secretary, Consumers National
Bank, P. O. Box 256, Minerva, Ohio, 44657.
BY ORDER OF THE BOARD OF DIRECTORS
_____________________________ _________________________________
Laurie L. McClellan, Chairman Mark S. Kelly, President
CONSUMERS BANCORP, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 16, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Known all men by these presents, that I, the undersigned shareholder
of Consumers Bancorp, Inc., 614 East Lincoln Way, Minerva, Ohio, do
hereby appoint _________________________________________________(no
officer or employee of the bank or Bancorp may be named as proxy) or
any one of them (with full power to act alone), my true and lawful
attorney(s) with full power of substitution, for me and in my name,
place and stead to vote and act on all shares of common stock of the
Bancorp which the undersigned would be entitled to vote, at the
meeting of shareholders to be held on September 16, 1998 at 7:00 P.
M. or at any adjournments thereof, with all the powers the
undersigned would possess if personally present as follows:
1. Election of the four (4) Directors as listed for three year
terms expiring in 2000:
JAMES R. KIKO
WALTER J. YOUNG
J. V. HANNA
JOHN P. FUREY
FOR ALL NOMINEES
WITHHOLD AUTHORITY FOR THE FOLLOWING NOMINEES
To withhold authority to vote for any individual nominee or
nominees, enter the name of the nominee or nominees in the space
provided below:
_______________________________________________________________
2. Whatever other business that may be brought before this meeting
or any adjournment thereof:
_____ FOR _____ AGAINST
This proxy confers authority to vote "for" each proposition listed
above unless "against" is indicated. If any other business is
presented at the meeting, this proxy shall be voted according to the
recommendations of management. The Board of Directors recommends a
vote "for" each listed proposition. This proxy is solicited on
behalf of management and may be revoked prior to its exercise.
___________________ Signature(s) of Shareholder
Dated:_________________, 19____
________________________________ Signature(s) of Shareholder
When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If more than one trustee, all
should sign. All joint owners must sign.
THE BOARD OF DIRECTORS URGES YOU TO SIGN AND RETURN THIS PROXY
IMMEDIATELY
