<PAGE> 1
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 [ ]
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-11(c) or Rule 14a-12.
Michigan Heritage Bancorp, Inc.
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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:
- --------------------------------------------------------------------------------
(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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<PAGE> 2
[LOGO]
CORPORATE HEADQUARTERS
28300 Orchard Lake Road, Suite 200
Farmington Hills, Michigan 48334
(248) 538-2525
March 24, 2000
Dear Shareholder:
It is my pleasure to invite you to attend the 2000 Annual Meeting of
Shareholders of Michigan Heritage Bancorp, Inc. (the "Company") on Thursday,
April 20, 2000, at 10:00 a.m. The meeting will be held at The Novi Hilton, 21111
Haggerty Road, Novi, Michigan 48375.
The following pages contain the formal Notice of the Annual Meeting and the
Proxy Statement. You will want to review this material for information
concerning the business to be conducted at the meeting and the nominees for
election as directors.
Your vote is important. Whether you plan to attend the meeting or not, we
urge you to complete, sign and return your Proxy as soon as possible in the
envelope provided. This will ensure representation of your shares in the event
you are unable to attend. You may, of course, revoke your Proxy and vote in
person at the meeting if you desire.
Sincerely,
Richard Zamojski
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE> 3
MICHIGAN HERITAGE BANCORP, INC.
28300 ORCHARD LAKE ROAD, SUITE 200
FARMINGTON HILLS, MICHIGAN 48334
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 2000
SOLICITATION OF PROXIES
Michigan Heritage Bancorp, Inc. (the "Company") is distributing this Proxy
Statement and the accompanying Proxy to the Company's shareholders to solicit
proxies to be used at the 2000 Annual Meeting of Shareholders of the Company.
The Annual Meeting will be held on Thursday, April 20, 2000, at 10:00 a.m. The
meeting will be held at The Novi Hilton, 21111 Haggerty Road, Novi, Michigan
48375.
The Board of Directors of the Company is soliciting the enclosed Proxy. The
Board mailed this Proxy Statement and the enclosed Proxy to shareholders
beginning on March 24, 2000. The Company has enclosed its 1999 Annual Report to
Shareholders with this Proxy Statement.
The Company will pay the entire cost of soliciting proxies. The Company
will arrange with brokerage houses, nominees, custodians and other fiduciaries
to send proxy soliciting materials to beneficial owners of the Common Stock at
the Company's expense.
REVOKING A PROXY
Any person giving a Proxy has the power to revoke it at any time before it
is voted. You may revoke your Proxy in any one of the following ways: (1) you
may deliver a written notice of revocation, dated after the date of the Proxy,
to the Secretary of the Company at or before the Annual Meeting; (2) you may
deliver a later-dated Proxy to the Secretary of the Company at or before the
Annual Meeting; or (3) you may attend the Annual Meeting in person and vote your
shares by ballot.
RECORD DATE
The record date for determining shareholders entitled to vote at the Annual
Meeting is March 1, 2000. Each of the 1,488,765 shares of Common Stock of the
Company issued and outstanding on that date is entitled to one vote on any
matter voted on at the Annual Meeting. Abstention votes and votes withheld by
brokers on non-routine proposals in the absence of instructions from beneficial
owners ("broker non-votes") will be counted as "present" at the Annual Meeting
to determine whether a quorum exists.
<PAGE> 4
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors, as determined
from time to time by the Board, shall be no less than five and no more than
fifteen. The Board has presently fixed the number of directors at seven. The
Articles of Incorporation provide that the directors shall be divided into three
classes, Class I, Class II and Class III, with each class serving a staggered
three-year term and with the number of directors in each class being as nearly
as equal as possible.
The Board has nominated Phillip R. Harrison and Philip Sotiroff as Class I
directors for three year terms expiring at the Annual Meeting of Shareholders in
the year 2003 and upon election and qualification of their successors. Each of
the nominees is presently a Class I director of the Company whose term expires
at the 2000 Annual Meeting of Shareholders. The other members of the Board, who
are Class II and Class III directors, will continue in office in accordance with
their previous elections until the expiration of their terms at the Annual
Meetings of Shareholders in 2001 and 2002, as the case may be.
Unless proxy votes have been withheld, each Proxy received will be voted to
elect Mr. Harrison and Mr. Sotiroff as Directors. If either nominee is unable or
declines to serve, Proxies will be voted for the other nominee for such person
as the Board of Directors designates to replace such nominee. However, the Board
of Directors does not anticipate that this will occur.
Persons receiving a plurality of the votes cast at the Annual Meeting in
person or by Proxy will be elected as Directors. "Plurality" means that the
persons who receive the largest number of votes cast will be elected as
Directors. Shares not voted (whether by abstention, broker non-votes or
otherwise) will have no effect on the election.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership
of the Company's Common Stock as of December 31, 1999, by the nominees for
election as directors of the Company, the directors of the Company whose terms
of office will continue after the Annual Meeting of Shareholders, the executive
officers named in the Summary Compensation Table, and all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
Name And Address of Amount And Nature Percent Of
Beneficial Owner Of Beneficial Ownership (1) Class
---------------- --------------------------- -----
<S> <C> <C>
Anthony S. Albanese 33,523 shs.(2) 2.3%
330 Eaton Drive
Northville, MI 48167
H. Perry Driggs, Jr. 27,865 shs.(3)(4) 1.9%
230 Orange Lake Drive
Bloomfield Hills, MI 48302
Lewis N. George 52,200 shs.(3) 3.5%
5241 North Bay Drive
Orchard Lake, MI 48324
Phillip R. Harrison 22,966 shs.(3) 1.5%
4792 Split Rail Lane
Brighton, MI 48116
Darryle J. Parker 7,425 shs.(5) *
5750 Parkside Drive
Monroe, MI 48161
Frank A. Scerbo 84,496 shs.(4)(6) 5.7%
1144 Brookwood Lane
Birmingham, MI 48009
Philip Sotiroff 94,684 shs.(3)(4) 6.4%
770 E. Glengarry Circle
Bloomfield Hills, MI 48301
Richard Zamojski 20,460 shs.(2)(4) 1.4%
11790 Pine Mountain Drive
Brighton, MI 48116
All directors and executive 343,619 shs. 23.1%
officers of the Company
as a group (8 persons)
</TABLE>
See Next Page for Footnotes
3
<PAGE> 6
- ----------------------
* Less than 1.0%
(1) Unless otherwise noted, all shares are owned solely by the person named or
jointly with the person's spouse. Percentages are based on issued and
outstanding shares plus the number of shares that the named person or group
has the right to acquire within 60 days.
(2) Includes 11,550 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Employee Stock Option Plan.
(3) Includes 13,200 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Stock Option Plan for Nonemployee
Directors.
(4) Includes 3,666 shares held by Mr. Driggs' spouse, 666 shares held by Mr.
Scerbo's spouse, 7,336 shares held by Mr. Scerbo's spouse as co-trustee,
9,303 shares held by Mr. Sotiroff's spouse, and 110 shares held by Mr.
Zamojski's minor daughter.
(5) Includes 5,775 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Employee Stock Option Plan.
(6) Includes 61,600 shares held by trusts of which Mr. Scerbo is co-trustee and
3,300 shares that Mr. Scerbo has the right to acquire within 60 days
pursuant to the Company's 1997 Stock Option Plan for Nonemployee Directors.
INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS
The following information is furnished with respect to each person who is
presently a director of the Company whose term of office will continue after the
Annual Meeting of Shareholders, as well as those persons who have been nominated
for election as a director, each of whom is presently a director of the Company
as well as a director of Michigan Heritage Bank (the "Bank"), which is the
Company's wholly-owned subsidiary.
Nominees For Election as Directors at the 2000 Annual Meeting of Shareholders
<TABLE>
<CAPTION>
Year When
Has Served As Proposed Term of
Name, Age, Principal Occupation Director Since Office Expires
------------------------------- -------------- --------------
<S> <C> <C>
Phillip R. Harrison, 45 1996 2003
President; Harrison Capital Corporation
(Investment Banking)
Philip Sotiroff, 61 1996 2003
President; Sotiroff & Abramczyk, P.C.
(Law Firm)
</TABLE>
4
<PAGE> 7
Directors Whose Terms of Office Continue After the 2000 Annual Meeting of
Shareholders
<TABLE>
<CAPTION>
Has Served As Year When Term
Name, Age, Principal Occupation Director Since of Office Expires
------------------------------- -------------- -----------------
<S> <C> <C>
Anthony S. Albanese, 52 1996 2001
President and Chief Operating Officer;
Michigan Heritage Bancorp, Inc. and
Michigan Heritage Bank
H. Perry Driggs, Jr., 63 1996 2002
President; Great Lakes Capital Corporation
(Investment Banking, Corporate Finance)
Lewis N. George, 62 1996 2001
President; The George Group
(Real Estate Development and Management)
Frank A. Scerbo, 50 1997 2002
Vice President; McPhail Corporation
(Automotive Supplier)
Richard Zamojski, 48 1996 2002
Chairman of the Board and
Chief Executive Officer;
Michigan Heritage Bancorp, Inc. and
Michigan Heritage Bank
</TABLE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company has no standing Audit, Compensation or Nominating Committees.
The Board is responsible for reviewing and making recommendations as to its
size and composition, nominating candidates for election as directors, and
filling any vacancies that may occur between annual meetings. The Board will
consider as potential nominees persons recommended by shareholders.
Recommendations should be submitted to the Board in care of Richard Zamojski,
Chairman of the Board. Each recommendation should include a personal biography
of the suggested nominee, an indication of the background or experience that
qualifies such person for consideration, and a statement that such person has
agreed to serve if nominated and elected. Shareholders who themselves wish to
effectively nominate a person for election to the Board, as contrasted with
recommending a potential nominee to the Board for its consideration, are
required to comply with the advance notice and other requirements set forth in
the Company's Bylaws.
5
<PAGE> 8
During 1999, there were twelve regular and two special meetings of the
Board. Each of the Directors attended all of the meetings of the Board during
1999, other than one director who did not attend one regular meeting.
Original members of the Board who are not employees of the Company or any
of its affiliates ("Nonemployee Directors"), after adjusting for the Company's
stock dividend distributed in 1998 (the "Stock Dividend"), each received an
option to purchase 13,200 shares of Common Stock of the Company at the public
offering price of $9.09 per share, pursuant to the Company's 1997 Stock Option
Plan for Nonemployee Directors which was approved on January 15, 1997. Each
option has become exercisable in full. Each option expires seven years after its
date of grant. Nonemployee Directors who are appointed or elected after March 1,
1997, will receive an option for a lesser number of shares, the number of which
will depend on which annual meeting is the first annual meeting occurring
concurrently with, or after, he or she becomes a Nonemployee Director.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation information is provided only for Richard Zamojski and Anthony
S. Albanese because no other executive officer of the Company had total annual
salary and bonus in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Securities All other
Other Annual Restricted Underlying LTIP Compen-
Name and Salary Bonus Compensation Stock Awards Options/SARs Payouts sation
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ------------------ ---- --- --- --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard Zamojski 1999 115,000 15,000 3,977 0 13,200 0 0
1998 105,000 0 0 0 13,200 0 4,939
1997 100,000(1) 1,000 0 0 13,200 0 0
Anthony S. Albanese 1999 115,000 15,000 14,880 0 13,200 0 0
1998 105,000 0 0 0 13,200 0 10,481
1997 100,000(1) 1,000 0 0 13,200 0 0
</TABLE>
(1) Annual rate
6
<PAGE> 9
AGGREGATE FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Value Of
Number of Securities unexercised
Underlying Unexercised In-The-Money
Options/Sars Options/Sars
Shares Acquired Value Realized At FY-End (#) At FY-End
Name On Exercise ($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
- ---------------------------- ----------- ----------------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Richard Zamojski 0 0 11,550/1,650 $0/$0
Anthony S. Albanese 0 0 11,550/1,650 $0/$0
</TABLE>
(1) Based on the last trade on December 31, 1999
During 1999, none of the executive officers of the Company exercised any
stock options. The Company does not have a Long-term Incentive Plan.
RELATED PARTY TRANSACTIONS
Banking Transactions. It is anticipated that the directors and officers of the
Company and the Bank and the companies with which they are associated may have
banking and other transactions with the Bank in the ordinary course of the
Bank's business. Applicable law and the Bank's policy require that any loans and
commitments to lend to such affiliated persons or entities included in such
transactions or other transactions with such affiliates be made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unaffiliated parties of similar
creditworthiness, do not involve more than normal risk or present other
unfavorable features to the Bank, and be on terms no less favorable to the Bank
than could be obtained on an arms-length basis from unaffiliated independent
third parties. During 1998, the Bank funded a term loan of $190,000 to a
corporation of which Mr. Scerbo is a shareholder, director, and officer. As of
the date of this proxy statement, the balance of such loan is approximately
$123,000. The Company paid the law firm of which Mr. Sotiroff is a member legal
fees of $65,348 in 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and Directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, Directors, and greater than 10% shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on the Company's review of the copies of such forms received
by it, or written representations from certain reporting persons, the Company
believes that its officers, Directors, and greater than 10% shareholders met all
applicable filing requirements during the last fiscal year.
7
<PAGE> 10
INDEPENDENT ACCOUNTANTS
Plante & Moran, LLP has served as independent accountants for the Company
since its inception. Plante & Moran, LLP was selected by the Board of Directors
to serve as the Company's current fiscal year (ending December 31, 2000). It is
anticipated that representatives of Plante & Moran, LLP will be present at the
Annual Meeting, will have an opportunity to make a statement, and will respond
to appropriate questions.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals to be presented at the 2001 Annual Meeting of
Shareholders must be received by the Company not later than November 24, 2001,
if they are to be included in the Company's Proxy Statement for that meeting.
Such proposals should be addressed to the Secretary at the Company's executive
offices.
In addition, in accordance with the provisions contained in the Company's
Bylaws, any shareholder who wishes to present a proposal for action at the 2001
Annual Meeting of Shareholders must give advance notice of his or her proposal
in writing to the Secretary of the Company not later than February 19, 2001 (60
days before the anniversary date of the Annual Meeting of Shareholders being
held this year), and must include with such notice the information required by
the Bylaws.
OTHER MATTERS
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the 2000 Annual Meeting other than the matters
described in this Proxy Statement. However, if any other matters should come
before the meeting, the persons named in the proxy card intend to vote the proxy
in accordance with their judgment on such matters.
FORM 10-KSB
Any shareholder who would like to have a copy of the Company's Form 10-KSB,
as filed with the Securities and Exchange Commission, may obtain it at no charge
by writing to Darryle J. Parker, Secretary, at the Company's Corporate
Headquarters.
By Order of the Board of Directors,
Darryle J. Parker
Secretary
March 24, 2000
8
<PAGE> 11
<TABLE>
<S><C>
/X/ PLEASE MARK VOTES REVOCABLE PROXY With-
AS IN THIS EXAMPLE MICHIGAN HERITAGE BANCORP, INC. For hold Abstain
ANNUAL MEETING OF STOCKHOLDERS 1. The election as directors of all nomi- / / / / / /
APRIL 20, 2000 nees listed (except as marked to the
contrary below):
The undersigned hereby appoints Richard Zamojski Phillip R. Harrison, Philip Sotiroff
and Anthony S. Albanese, or either of them, attorneys
and proxies with power of substitution, to vote all of INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
the Common Stock of the undersigned at the Annual Meeting NOMINEE, WRITE "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN
of Shareholders of Michigan Heritage Bancorp, Inc. to be THE SPACE PROVIDED BELOW.
held at the Novi Hilton, 21111 Haggerty Road, Novi,
Michigan 48375 on Thursday, April 20, 2000 at 10 a.m., ----------------------------------------------------------------
local time, and at any adjournments thereof upon the
following matters:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED
PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF MICHIGAN
HERITAGE BANCORP, INC.
The undersigned acknowledges receipt of the Proxy Statement dated
March 24, 2000, and ratifies all that the proxies or either of
them or their substitutes may lawfully do or cause to be done by
virtue hereof, and revokes all former proxies.
-------------- Please sign this proxy exactly as your name appears hereon, date
Please be sure to sign and date Date it, and return it in the enclosed envelope. Joint owners should
this Proxy in the box below. each sign. If you are signing as guardian, trustee, executor,
- -------------------------------------------------------- administrator or attorney-in-fact, please so indicate. Please
also note any address correction above.
Stockholder sign above---Co-holder (if any) sign above--
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
MICHIGAN HERITAGE BANCORP, INC.
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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</TABLE>
