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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-120
LUXEMBURG BANCSHARES, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] 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:
<PAGE>
Proxy
LUXEMBURG BANCSHARES, INC.
This Proxy is Solicited on Behalf of the Board of
Directors
The undersigned appoints James J. Jadin, Ronald A.
Ledvina and Donald E. Pritzl, and each of them, as
proxies, each with the power to appoint his substitute,
and authorizes each of them to represent and to vote,
as designated below, all of the shares of stock of
Luxemburg Bancshares, Inc. held of record by the
undersigned on March 17, 1998 at the 1998 Annual Meeting
of Shareholders of Luxemburg Bancshares, Inc. to be held
on May 2, 1998 or at any adjournment thereof.
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" the election of all nominees for
directors and "FOR" the proposal to amend and restate
the Articles of Incorporation.
Please mark boxes in blue or black ink.
1.ELECTION OF DIRECTORS:
FOR all nominees below to serve for the terms
indicated below and until their successors are
elected and qualified (except as marked to the
contrary below). [ ]
WITHHOLD AUTHORITY to vote for all nominees listed
below. [ ]
(To withhold authority to vote for any individual
nominee, strike a line through that nominee's name
in the list below)
Richard L. Dougherty, James J. Jadin, Ronald A.
Ledvina, Willard J. Marchant, Donald E. Pritzl,
Thomas J. Rueckl, John A. Slatky and Irvin G.
Vincent.
2.PROPOSAL TO AMEND AND RESTATE THE ARTICLES OF
INCORPORATION:
FOR adoption of Amended and Restated Articles of
Incorporation [ ]
AGAINST adoption of Amended and Restated Articles of
Incorporation [ ]
ABSTAIN from voting on adoption of Amended and
Restated Articles of Incorporation [ ]
3.In their discretion, the Proxies are authorized to
vote upon such other business as may properly come
before the meeting.
Please sign exactly as your name appears below.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Date:___________________________________________, 1998
--------------------------------------------
(Signature of Shareholder)
--------------------------------------------
(Signature of Shareholder - if jointly held)
Please mark, sign, date and return this
Proxy promptly using the envelope provided.
<PAGE>
LUXEMBURG BANCSHARES, INC.
March 30, 1998
Dear Shareholder:
You are cordially invited to attend the annual
meeting of shareholders of Luxemburg Bancshares, Inc.,
which will be held at the Bank of Luxemburg, 630 Main
Street, Luxemburg, Wisconsin, on May 2, 1998, at 1:00
p.m. I look forward to greeting as many of our
shareholders as possible.
Details of the business to be conducted at the
annual meeting are given in the attached Notice of
Annual Meeting of Shareholders and Proxy Statement.
It is important that your shares be represented
and voted at the meeting. Therefore, I urge you to
sign, date, and promptly return the enclosed proxy in
the enclosed postage paid envelope. If your stock is
jointly held, each of you MUST sign the enclosed Proxy.
If you decide to attend the annual meeting and vote in
person, you will of course have that opportunity.
On behalf of the Board of Directors, I would like
to express our appreciation for your continued interest
in the affairs of the Company.
Sincerely,
/s/ John A. Slatky
John A. Slatky
President and Chief
Executive Officer
<PAGE>
LUXEMBURG BANCSHARES, INC.
630 Main Street
P. O. Box 440
Luxemburg, Wisconsin 54217-0440
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 2, 1998
March 30, 1998
To The Shareholders:
The annual meeting of the shareholders of
Luxemburg Bancshares, Inc. will be held at the Bank of
Luxemburg, 630 Main Street, Luxemburg, Wisconsin, on
May 2, 1998, at 1:00 p.m. for the following purposes:
1. To elect eight directors.
2. To consider and act upon a proposal to amend
and restate the Company's Articles of
Incorporation.
3. To transact such other business as may
properly come before the meeting.
Only shareholders of record at the close of
business on March 17, 1998 are entitled to notice of,
and to vote at, this meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Irvin G. Vincent,
Chairman of the Board of
Directors
IMPORTANT
Whether or not you expect to attend in person, we
urge you to sign, date, and return the enclosed proxy
at your earliest convenience. This will ensure the
presence of a quorum at the meeting. Promptly signing,
dating, and returning the proxy will save the Company
the expenses and extra work of additional solicitation.
An addressed envelope for which no postage is required
if mailed in the United States is enclosed for that
purpose. Sending in your proxy will not prevent you
from voting your stock at the meeting if you desire to
do so, as your proxy is revocable at your option.
<PAGE>
LUXEMBURG BANCSHARES, INC.
630 Main Street
Luxemburg, Wisconsin 54217
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
To Be Held May 2, 1998
This proxy statement, which was first mailed to
shareholders on March 30, 1998, is furnished in
connection with the solicitation of proxies by the
Board of Directors of Luxemburg Bancshares, Inc. (the
"Company"), to be voted at the annual meeting of the
shareholders of the Company, which will be held at 1:00
p.m. on May 2, 1998, at the Bank of Luxemburg (the
"Bank"), 630 Main Street, Luxemburg, Wisconsin, for the
purposes set forth in the accompanying Notice of Annual
Meeting of Shareholders. Shareholders who execute
proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby,
by delivering a signed statement to the Secretary of
the Company at or prior to the annual meeting or by
executing another proxy dated as of a later date. A
proxy will be revoked if the shareholder who executed
it is present at the meeting and elects to vote in
person.
Shareholders of record at the close of business on
March 17, 1998 will be entitled to vote at the meeting
on the basis of one vote for each share held. On March
17, 1998, there were 243,501 shares of Common Stock
outstanding.
1. ELECTION OF DIRECTORS
Eight directors are to be elected at the annual
meeting. It is intended that the accompanying proxy
will be voted in favor of the nominees named below to
serve as directors unless the shareholder indicates to
the contrary on the proxy. Management expects that
each of the nominees will be available for election,
but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be
voted for the election of another nominee to be
designated by the Board of Directors to fill any such
vacancy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES TO
SERVE AS DIRECTORS.
Nominees
The following eight directors are nominated for re-
election as directors for a one year term to expire at
the Company's Annual Meeting of Shareholders in 1999.
If, however, the proposal to amend and restate the
Company's Articles of Incorporation is adopted, as
described below, the directors will be divided into
three classes with staggered terms expiring in 1999,
2000 and 2001.
RICHARD L. DOUGHERTY, - Age 65. Mr. Dougherty has
been sole proprietor of Green Bay Highway Products, a
highway products supply company, since 1984. Before
then, Mr. Dougherty was employed by Culvert & Supply
Co. He has been a director of the Bank since 1992 and
a director of the Company since 1993.
JAMES J. JADIN, - Age 53. Mr. Jadin has been
employed with Kewaunee County Highway Department since
1963 and he has served as Kewaunee County Highway
Commissioner since 1979. Mr. Jadin has been a director
of the Bank since 1985, a director of the Company since
1986 and one of the Company's Vice Presidents for the
past three years.
RONALD A. LEDVINA, - Age 52. Mr. Ledvina owns and
operates Ledvina Farms in a partnership with his
brother. From 1969 to 1975 he was employed by Sentry
Insurance as a computer programmer and systems
programmer. He was employed by Northwest Engineering
as a computer programming project leader from 1975
<PAGE>
through 1980, where he was responsible for financial
and manufacturing computer program development.
Mr. Ledvina has been a director of the Bank since 1989
and a director of the Company since 1989.
WILLARD J. MARCHANT, - Age 72. Mr. Marchant has
been retired since 1984. He was the owner of Marchants
Red Owl from 1947 until his retirement. He was
extremely active in civic organizations in the
Brussels, Wisconsin area. Mr. Marchant has been a
director of the Bank since 1966 and a director of the
Company since 1983.
DONALD E. PRITZL, - Age 56. Mr. Pritzl is General
Manager of Casco FS Cooperative, a farm supply
cooperative, with its main office at Casco, Wisconsin
and branches at Luxemburg and Forestville. Casco FS
Cooperative is a member of GROWMARK, INC. of
Bloomington, Illinois. Mr. Pritzl began his career as
a GROWMARK employee in 1969 as sales manager for
Manitowoc Farmco Cooperative and has been manager of
Casco FS Cooperative since 1980. He has been a
director of the Bank since 1992 and a director of the
Company since 1993.
THOMAS J. RUECKL, - Age 57. Mr. Rueckl has been a
director of the Bank since 1985 and a director of the
Company since 1986. He is currently Secretary of the
Company. From 1963 to 1972, Mr. Rueckl was employed as
a Wisconsin licensed funeral director and retail
salesman/buyer for the McMahon Funeral Home/Furniture
Store in Luxemburg. From 1972 to present, he has
served as President and one-third owner of the
business.
JOHN A. SLATKY, - Age 46. Mr. Slatky is
President, Chief Executive Officer and a director of
the Company. He commenced employment with the Bank in
1984 and has held various executive positions with the
Company or the Bank since 1986. He was employed at the
Kimberly State Bank (an Associated Bank) from 1974
through 1983. Mr. Slatky has been a director of the
Company since 1987 and a director of the Bank since
1986.
IRVIN G. VINCENT, - Age 66. Mr. Vincent serves as
Chairman of the Board of the Company and the Bank. He
is president and founder of N.E.W. Plastics Corp., a
Luxemburg business. He also serves as Treasurer of
Calwis Corp., a Green Bay company, and is a partner in
GBCAL Partnership in Green Bay, Wisconsin. Mr. Vincent
is a cost accountant by trade and has served on the
Bank's Board of Directors for 22 years with 11 years as
Chairman of the Board and is a past President of the
Bank. He has been a director of the Company since
1983.
The directors of the Bank are currently the same
as the directors of the Company.
Information Regarding the Board and its Committees
The Bank's Board of Directors has an Audit and
Examination Committee, and an Executive Committee,
which functions as the Bank's Compensation Committee.
There is no standing Nominating Committee. Messrs.
Vincent, Pritzl and Rueckl serve on the Audit and
Examination Committee, which meets with financial
management, the internal auditor, and the independent
auditors to review internal accounting controls and
accounting, auditing, and financial reporting matters.
Messrs. Vincent, Dougherty, Ledvina and Pritzl serve on
the Executive Committee, which reviews the compensation
of the President and Chief Executive Officer and other
officers of the Bank and determines employee bonus plan
allocations and goals.
The Audit and Examination Committee of the Bank
met four times during fiscal 1997 and the Executive
Committee of the Bank met once during fiscal 1997. The
entire Board of Directors of the Bank met twenty-two
times during fiscal 1997. All directors attended 75%
or more of the aggregate number of Board meetings and
committee meetings, other than Mr. Marchant, who
attended 68%.
The Board of Directors of the Company met five
times during fiscal 1997. The Company has no standing
Board committees. All directors attended at least 75%
of the Board meetings, except for Mr. Marchant, who
attended 60%.
<PAGE>
Director Compensation
Non-employee directors are compensated at a rate
of $500 per month. The monthly compensation is
invested in a deferred compensation program until the
retirement of the director at which time it is paid to
the director over a ten (10) year period. The deferred
compensation interest rate is determined by the Board
of Directors on or before January 31 for the then
current deferral year. The current rate is based on
the prime interest rate plus 2%.
The Chairman of the Board is compensated at a rate
of $600 per month. The compensation is invested in a
deferred compensation program on the same terms as the
other directors.
In addition, all non-employee directors are
compensated $50 per meeting attended and $100 per day
for time spent attending to other banking related
matters.
Related Transactions
The Company has had, and expects to have in the
future, banking transactions in the ordinary course of
business with certain of its directors and executive
officers and their associates. As of December 31,
1997, the directors and executive officers of the
Company and their associates, as a group, were indebted
to the Bank in the aggregate amount of approximately
$1,648,000. All loans included in such transactions
were made in the ordinary course of business, on
substantially the same terms (including interest rate
and collateral) as those prevailing at the time for
comparable transactions with other persons, and in the
opinion of management of the Company did not involve
more than the normal risk of collectibility or present
other unfavorable features.
BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS AND MANAGEMENT
The following table sets forth the beneficial
ownership of outstanding shares of the Company's Common
Stock as of March 2, 1998 by the Company's current
directors, the persons named in the compensation table
shown below, current directors and executive officers
as a group, and each person known to the Company to be
the beneficial owner of 5% or more of the Company's
Common Stock.
Number of Shares Percentage of
Beneficially Owned Shares Outstanding
Richard L. Dougherty 1,200 *
James J. Jadin 2,790 1.1%
Ronald A. Ledvina 1,650 *
Willard J. Marchant 22,000 9.0%
P.O. Box 31
Brussels, WI 54204
Donald E. Pritzl 170 *
Thomas J. Rueckl 2,235 *
John A. Slatky 2,280 *
Irvin G. Vincent 19,240 7.9%
P.O. Box 480
Luxemburg, WI 54217
All directors and
executive 53,190 21.8%
officers as a group
(10 persons)
*Less than one percent.
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth certain information
with respect to compensation paid to Mr. Vincent and
Mr. Slatky during the years presented. No executive
officer of the Company received a total salary and
bonus in excess of $100,000 in 1997.
Name and Annual Compensation All Other
Principal Year Salary (1) Bonus (2) Compensation
Position (3)
Irvin G. Vincent, 1997 $8,500 $ 0 $-----
Chairman of 1996 $7,275 $13,998 $-----
the Board and 1995 $6,800 $24,785 $-----
former President
and Chief
Executive Officer
(4)
John A. Slatky, 1997 $67,129 $5,695 $3,552
President and 1996 $63,009 $5,670 $3,893
Chief Executive 1995 $56,024 $5,040 $3,263
Officer (4)
(1) Represents directors' fees paid Mr. Vincent.
(2) Includes consulting fees for Mr. Vincent under an
agreement which ended in the first quarter of
1996. Includes for Mr. Slatky the value of Common
Stock received in lieu of cash bonus.
(3) Represents Company contributions under the
Company's 401(k) and profit sharing plan.
(4) Mr. Vincent retired as President and Chief
Executive Officer of the Company in February 1997.
Mr. John Slatky was named to succeed Mr. Vincent
in these positions. Mr. Vincent remains Chairman
of the Board of the Company.
2. PROPOSAL FOR AMENDMENT AND RESTATEMENT OF
COMPANY'S ARTICLES OF INCORPORATION
The Company's Board of Directors has approved, and
recommends that the shareholders adopt, Amended and
Restated Articles of Incorporation of the Company. The
Articles of Incorporation of the Company, as currently
in effect, are attached hereto as Exhibit A. The
Amended and Restated Articles of Incorporation, as
proposed to shareholders, are attached hereto as
Exhibit B (the "Articles"). The description below of
the Articles and the changes effected thereby is
qualified in its entirety by reference to the text of
Exhibits A and B.
The principal changes effected by the Articles are
as follows:
Increasing the number of authorized shares of
Common Stock from 300,000 to 2,400,000.
Authorizing 400,000 shares of Preferred Stock.
Providing for staggered three-year terms of
directors.
Implementing other technical changes in conformity
with the Wisconsin Business Corporation Law ("WBCL").
Each of these changes is described in more detail
below.
<PAGE>
Increase in Authorized Common Stock
The authorized capital stock of the Company
currently is 300,000 shares of Common Stock, $0.16 2/3
par value per share. The Articles would change the
Common Stock authorized to 2,400,000 shares, $1.00 par
value per share.
As of the record date for the meeting, 243,501
shares of Common Stock were outstanding. The Company
currently has no outstanding options, warrants or
convertible securities.
The proposed increase in the number of shares of
authorized Common Stock will make additional shares
available, if needed, for issuance in connection with
future stock benefit plans, financings, stock splits,
stock dividends, acquisitions, and other corporate
purposes. No further action or authorization by the
Company's shareholders would be necessary prior to the
issuance of the additional shares unless required by
applicable law or regulatory agencies or by the rules
of any stock exchange on which the Company's securities
may then be listed. The Board of Directors believes
that the availability of the additional shares without
delay or the necessity for a special shareholders'
meeting would be beneficial to the Company. The
Company does not have any immediate plans,
arrangements, commitments, or understandings with
respect to the issuance of any of the additional shares
of Common Stock which would be authorized by the
Articles.
The Company will pay the maximum $10,000 fee to
the Wisconsin Department of Financial Institutions in
connection with the increase in the number of shares.
As a result, the Board of Directors determined to
authorize enough shares to avoid the need for another
amendment in the foreseeable future.
The increase in the Common Stock would facilitate
the Company's normal conduct of its business and is not
intended to deter or prevent a change in control of the
Company. If the proposed Articles are adopted,
however, the Board of Directors will have the ability
(to the extent consistent with its duty to the Company
and its shareholders) to cause the Company to issue a
substantial number of additional shares of Common
Stock, without further action by the shareholders, for
the purpose of discouraging takeover attempts by
diluting the stock ownership and voting power of
persons seeking to obtain control of the Company.
There has been no attempt to take control of the
Company in the past, and the Company is not aware of
any current attempt to take it over.
The holders of any of the additional shares of
Common Stock issued in the future would have the same
rights and privileges as the holders of the shares of
Common Stock currently authorized and outstanding.
Those rights do not include preemptive rights with
respect to the future issuance of any additional
shares. In addition, shareholders do not have
cumulative voting with respect to the election of
directors.
The change in par value of the Common Stock from
$0.16 2/3 to $1.00 per share will change the accounting
for the Common Stock on the Company's balance sheets.
An amount equal to the difference between $1.00 and
$0.16 2/3 per share will be transferred from the
capital surplus account to the common stock account.
This change will not have a material impact on the
Company's financial position.
Authorization of Preferred Stock
The Company currently is not authorized to issue
Preferred Stock. If approved, the Articles would
authorize 400,000 shares of Preferred Stock, $0.01 par
value. The Preferred Stock would be so-called "blank
check", because the Board of Directors would have the
authority to determine the designations, terms,
limitation and relative rights and preferences of each
series of Preferred Stock issued by the Company.
Shares of Preferred Stock that would be authorized
could be issued at any time and from time to time, by
action of the Board of Directors, without further
authorization from the Company's shareholders, except
as otherwise required by applicable law or rules and
regulations, to such persons and for such consideration
as the Board of Directors determines. This will permit
the Company to consider financings, acquisitions or
other transactions which may require the issuance of
shares of Preferred Stock. The Company is not
currently considering any transaction which would
involve the issuance of Preferred Stock.
<PAGE>
The issuance of Preferred Stock by the Board of
Directors conceivably could adversely affect the rights
of the holders of Common Stock. For example, such
issuance could result in a class of securities
outstanding that would have preferences with respect to
voting rights and dividends and in liquidation over the
Common Stock, and could (upon conversion or otherwise)
enjoy all of the rights appurtenant to Common Stock.
The authority possessed by the Board of Directors to
issue Preferred Stock could potentially be used to
discourage attempts by others to obtain control of the
Company through a merger, tender offer, proxy contest
or otherwise by making such attempts more difficult or
more costly to achieve. The Preferred Stock could also
be used to facilitate the Company's adoption of a so-
called shareholder rights plan, which could delay or
prevent an acquisition of the Company not approved by
the Company's Board of Directors. The Company has no
immediate plans to implement such a rights plan.
Staggered Terms of Directors
Presently, all directors of the Company are
elected annually. If approved, the Articles provide
for staggered terms of directors by dividing the Board
of Directors into three groups, designated as Class I,
Class II and Class III. Class I will initially consist
of two directors, each to hold office until the annual
meeting of shareholders in 1999; Class II will
initially consist of three directors, each to hold
office until the annual meeting of shareholders in
2000; Class III will initially consist of three
directors, each to hold office until the annual meeting
of shareholders in 2001. Starting with the 1999 annual
meeting of shareholders, one class of directors would
be elected for a three-year term at each Annual
Meeting, with the remaining directors continuing in
office. The directors of each class would be as
follows:
Class I Class II Class III
Richard Dougherty Irvin Vincent Willard Marchant
Ronald Ledvina Thomas Rueckl Donald Pritzl
James Jadin John Slatky
A staggered Board of Directors, which prevents
more than approximately one-third of the Board from
being replaced at any one annual meeting, will help to
assure the continuity and stability of the Company's
management and policies since a majority of the
directors will have prior experience as directors of
the Company. The Articles also provide that
shareholders may remove a director only for cause.
If the Articles are approved, an 80% vote of
shareholders would be necessary to repeal the staggered
Board of Directors.
A classified Board of Directors should discourage
certain types of activity that involve an actual or
threatened change in control of the Company by making
it more difficult and time consuming to change majority
control of the Board.
Over the past several years, third parties have
attempted to accumulate substantial stock positions in
public companies with a view toward using a control
block of stock to force a merger, consolidation,
restructuring or to force a corporation to repurchase a
control block of stock at a premium. Such actions are
taken without advance notice to, or consultation with,
the board of directors or management of the
corporation. In many cases, such third parties seek
representation on the corporation's board of directors
in order to increase the likelihood that their
proposals will be implemented. If the corporation
resists their efforts to obtain representation on the
corporation's board, such parties may commence proxy
contests to have themselves or their nominees elected
to the board of directors in place of certain directors
or the entire board. In some cases, the third party
may not be interested in taking over the corporation,
but uses the threat of a proxy fight or takeover bid as
means of forcing the corporation to repurchase its
holdings at a substantial premium over market price.
The Board believes that the threat of removal of
the Company's management in such situations would
curtail management's ability to negotiate effectively
with such purchasers. Management would be deprived of
the time and information necessary to evaluate the
takeover proposal, to study alternative proposals and
to help ensure that the best price is obtained in any
transaction involving the Company that may ultimately
be undertaken.
<PAGE>
A classified Board of Directors would have the
effect of making it more difficult to change the
composition of the Board. A staggered Board upon which
directors serve three-year terms requires at least two
annual shareholder meetings in order to effect a change
in control in the Board. At present, a change in
control of the Board could be effected in one
shareholder meeting.
By stabilizing the composition of the Board, a
classified Board should encourage any person who might
seek to acquire control of the Company to consult with
the Company's Board and to negotiate the terms of any
proposed business combination or tender offer. The
Board believes that any takeover attempt or business
combination in which the Company is involved should be
thoroughly studied by the Company's management and its
Board to assure that all of the Company's shareholders
are treated fairly.
Takeovers or changes in management of the Company
that are proposed and effected without prior
consultation and negotiation with the Company's Board
and management may not necessarily be detrimental to
the Company and its shareholders. The adoption of the
Articles could discourage or frustrate future attempts
to acquire control of the Company that are not approved
by the incumbent Board, but which a majority of
shareholders may deem to be in their best interests.
One of the effects of a classified Board may be to
discourage prospective acquirors from making tender
offers for, or open market purchases of, shares of the
Company's Common Stock. Because tender offers are
often made at a premium above market price, and large
purchases made in the open market often result in
temporary fluctuations in the market price of such
shares, shareholders may be denied the opportunity to
sell their shares at prices in excess of historic
market prices if the proposed amendments discourage
such tender offers or open market purchases. A
classified Board could also delay or frustrate the
assumption of control by a holder of a large block of
the Company's shares or the removal of incumbent
directors, even if shareholders considered such event
to be beneficial. However, the Board feels that the
benefits of seeking to protect its ability to negotiate
with the proponent of an unfriendly or unsolicited
proposal to take over or restructure the Company
outweigh the disadvantages of discouraging such
proposals.
Other Changes
The Articles effect a number of other technical
changes, including the following:
Shortening the "Purposes" clause. Under the WBCL,
it is unnecessary to state any purpose for which a
corporation is organized. The clause in the existing
articles of incorporation has been shortened.
Eliminate corporate "powers" clause. The WBCL sets
forth all the powers and authority of a corporation,
unless the articles of incorporation specifically
provide for a more limited power and authority.
Therefore, corporate "powers" provisions in the
existing articles of incorporation have been eliminated
in the Articles.
Eliminate denial of cumulative voting. Under the
WBCL, shareholders of a corporation do not have
cumulative voting in the election of directors, unless
the articles of incorporation provide otherwise. As a
result, the provision in the existing articles of
incorporation denying cumulative voting to shareholders
is unnecessary and is deleted in the Articles.
Update name and address of the Company's registered
agent.
Delete the names of the Company's original
directors and incorporator. These provisions are no
longer required.
Delete provisions concerning the shareholder vote
required (a majority of outstanding shares) to approve
mergers and consolidations and to amend the articles of
incorporation. These matters are governed by the WBCL.
In some cases (e.g., a merger with an entity affiliated
with a 10% or greater shareholder), a supermajority
vote may be necessary under the WBCL. Under the WBCL,
the articles of incorporation generally can be amended
at a meeting if a majority of votes favoring the
<PAGE>
amendment exceed the votes cast against. The
shareholder vote provisions in the existing articles of
incorporation were deleted in the Articles to make
clear that the WBCL voting provisions apply and are not
intended to be modified by the Articles.
Eliminate the Board of Directors' powers clauses.
The WBCL grants all authority to the board of
directors, unless limited by the articles of
incorporation. As a result, the general and specific
powers granted to the Board of Directors in the
existing articles of incorporation are deleted in the
Articles.
Eliminate conflict of interest provisions. The
WBCL contains provisions governing the validity of
transactions by the Company in which directors have an
interest. Provisions in the existing articles of
incorporation were deleted as unnecessary and perhaps
inconsistent with the WBCL provisions.
Require a supermajority vote (80%) of shareholders
in order for shareholders to alter, amend or adopt any
provision inconsistent with or repeal the provisions of
the Company's Bylaws pertaining to shareholder matters,
including procedures for shareholder nominations and
proposals (Article II), and indemnification of
directors and officers (Article VIII). These changes
are intended to make it more difficult for shareholders
to change these Bylaw provisions without the consent of
the Company's Board of Directors. The Board can
continue to amend the Bylaw provisions without a vote
of shareholders.
Vote Required
Adoption of the Articles requires the affirmative
vote of a majority of outstanding shares of Common
Stock. Dissenters are not entitled to rights of
appraisal or similar rights in connection with the
shareholder vote. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO
AMEND AND RESTATE THE COMPANY'S ARTICLES OF
INCORPORATION.
OTHER MATTERS
Annual Report
The Company's Annual Report for the year ended
December 31, 1997, is being mailed to each shareholder
with this proxy and proxy statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act
requires the Company's officers and directors, and
persons who own more than ten percent of the Company's
equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required
to furnish the Company with copies of all Forms 3, 4
and 5 they file.
Based solely on the Company's review of the copies
of such forms it has received, the Company believes
that all its officers, directors and greater than ten
percent beneficial owners compiled with all filing
requirements applicable to them with respect to
transactions during fiscal 1997.
Solicitation of Proxies
The proxy accompanying this proxy statement is
solicited by the Board of Directors of the Company.
Proxies may be solicited by officers, directors, and
regular, supervisory and executive employees of the
Company, none of whom will receive any additional
compensation for their services. Such solicitations
may be made personally, or by mail, facsimile,
overnight delivery service, telephone, telegraph or
messenger. The Company will pay persons holding shares
of Common Stock in their names or in the names of
nominees, but not owning
<PAGE>
such shares beneficially, such
as brokerage houses, banks, and other fiduciaries, for
the expense of forwarding solicitation materials to
their principals. All of the costs of solicitation of
proxies will be paid by the Company.
Voting Procedures
The votes of shareholders present in person or
represented by proxy at the meeting will be tabulated
by an inspector of elections appointed by the Company.
The nominees for directors of the Company who receive
the greatest number of votes cast by shareholders
present in person or represented by proxy at the
meeting and entitled to vote thereon will be elected
directors of the Company. The affirmative vote of the
holders of a majority of outstanding shares of Common
Stock is required to amend and restate the Company's
Articles of Incorporation.
Abstentions will have no effect on the outcome of
the vote for the election of directors, but will have
the effect of being cast against the other proposal,
even though the shareholder so abstaining intends a
different interpretation. If a broker indicates on the
proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those
shares will not be considered present with respect to
that matter. These so-called "broker non-votes" will
have no effect on the outcome of the voting for the
election of directors but will have the effect of a
vote against the proposal to amend and restate the
Company's Articles of Incorporation.
Auditors
Representatives of Wipfli Ullrich Bertelson LLP,
independent public auditors for the Company for fiscal
1997 and the current fiscal year, will be present at
the Annual Meeting of Shareholders. They will have the
opportunity to make a statement, if they desire to do
so, and will be available to respond to appropriate
questions.
Other Proposed Action
The Board of Directors does not intend to bring
any other business before the meeting, and so far as is
known to the Board, no matters are to be brought before
the meeting except as specified in the notice of the
meeting. However, as to any other business which may
properly come before the meeting, it is intended that
proxies, in the form enclosed, will be voted in respect
thereof in accordance with the judgment of the persons
voting such proxies.
Future Shareholder Proposals
Any shareholder proposals intended for
consideration at the 1999 Annual Meeting of
Shareholders must be received by the Company by
December 1, 1998 for consideration of inclusion in the
Company's proxy statement related to that meeting.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-
KSB FOR FISCAL 1997 AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ARE AVAILABLE TO SHAREHOLDERS
WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY OF
THE COMPANY AT 630 MAIN STREET, P.O. BOX 440,
LUXEMBURG, WISCONSIN 54217-0440. EXHIBITS TO THE FORM
10-K WILL BE FURNISHED UPON PAYMENT OF THE REASONABLE
EXPENSES OF FURNISHING THEM.
By Order of the Board of Directors
Thomas J. Rueckl,
Secretary
Luxemburg, Wisconsin
March 30, 1998.
<PAGE>
Exhibit A
[Articles of Incorporation currently in effect]
ARTICLES OF INCORPORATION
OF
LUXEMBURG BANCSHARES, INC.
I, the undersigned, being a person of full age,
for the purpose of forming a corporation under the
Wisconsin Business Corporation Act, as amended, hereby
adopt the following Articles of Incorporation:
ARTICLE I.
Name
The name of the corporation shall be Luxemburg
Bancshares, Inc.
ARTICLE II.
Business Purposes
The purposes for which this corporation is
organized are as follows:
a. To engage in any lawful activity within the
purposes for which a corporation may be
organized under the Wisconsin Business
Corporation Law.
b. To do everything necessary, proper, advisable
or convenient for the accomplishment of the
purposes hereinabove set forth, and to do all
other things incidental thereto or connected
therewith, which are not forbidden by the
laws under which this corporation is
organized, by other laws, or by these
Articles of Incorporation.
c. To carry out the purposes hereinabove set
forth in any state, territory, district or
possession of the United States, or in any
foreign country, to the extent that such
purposes are not forbidden by law, to limit
in any certificate for application to do
business, the purposes or purpose which the
corporation proposes to carry on therein to
such extent as are not forbidden by law
thereof.
ARTICLE III.
Duration
The duration of the corporation shall be
perpetual.
ARTICLE IV.
Registered Office and Registered Agent
The location and post office address of the
registered office of the corporation in the State of
Wisconsin is c/o Bank of Luxemburg, Kewaunee County,
630 Main Street, Luxemburg, Wisconsin, 54217 and the
corporation's registered agent at said office and
address is Duane W. Pike.
<PAGE>
ARTICLE V.
Powers of the Corporation
This corporation shall have the powers granted to
private corporations organized for profit by said
Wisconsin Business Corporation Act, and in furtherance
and not in limitation of the powers conferred by the
laws of the State of Wisconsin upon corporations
organized for the foregoing purposes, the corporation
shall have the power:
a. To acquire, hold, mortgage, pledge or dispose
of the shares, bonds, securities or other
evidences of indebtedness of the United
States of America, or of any domestic or
foreign corporation, and while the holder of
such shares to exercise all the privileges of
ownership, including the right to vote
thereof, to the same extent as a natural
person might or could do, by the president of
this corporation or by proxy appointed by
him, unless some other person, by resolution
of the Board of Directors, shall be appointed
to vote such shares.
b. To purchase or otherwise acquire on such
terms and in such manner as the Bylaws of
this corporation from time to time provide,
and to own all shares of the capital stock of
this corporation, and to reissue the same
from time to time.
c. When and as authorized by the vote of the
holders of not less than a majority of the
shares entitled to vote, at a shareholders'
meeting called for that purpose, or when
authorized upon the written consent of the
holders of a majority of such shares, to
sell, lease, exchange or otherwise dispose of
all, or substantially all, of its property
and assets, including its goodwill, upon such
terms and for such consideration which may be
money, shares, bonds or other instruments for
the payment of money or other property as the
Board of Directors deems expedient or
advisable.
d. To acquire, hold, lease, encumber, convey or
otherwise dispose of, either alone or in
conjunction with others, real and personal
property within or without the state; and to
take real and personal property by will or
gift.
e. To acquire, hold, take over as a going
concern and thereafter to carry on, mortgage,
sell or otherwise dispose of, either alone or
in conjunction with others, the rights,
property and business of any person, entity,
partnership, association or corporation
heretofore or hereafter engaged in any
business, the purpose of which is similar to
the purposes set forth in Article II of these
Articles of Incorporation.
f. To enter into any lawful arrangement for
sharing profits, union of interests,
reciprocal association or cooperative
association with any corporation,
association, partnership, individual or other
legal entity, for the carrying on of any
business, the purpose of which is similar to
the purposes set forth in Article II of these
Articles of Incorporation.
ARTICLE VI.
Mergers and Consolidation
Any agreement for consolidation or merger with one
or more foreign or domestic corporations may be
authorized by vote of the holders of a majority of the
shares entitled to vote.
<PAGE>
ARTICLE VII.
Capital Stock
The aggregate number of shares which this
corporation shall have authority to issue is 50,000
shares, par value $1.00 each, which shall be known as
"common stock."
a. The holders of the common stock shall be
entitled to receive when and as declared by
the Board of Directors, out of earnings or
surplus legally available therefor,
dividends, payable either in cash, in
property, or in shares of the capital stock
of the corporation.
b. The common stock may be allotted as and when
the Board of Directors shall determine, and,
under and pursuant to the laws of the State
of Wisconsin, the Board of Directors shall
have the power to fix or alter, from time to
time, in respect to shares then unallotted,
any or all of the following: the dividend
rate, the redemption price, the liquidation
price, the conversion rights and the sinking
or purchase fund rights of shares of any
class, or of any series of any class, or the
number of shares constituting any series of
any class. The Board of Directors shall also
have the power to fix the terms, provisions
and conditions of options to purchase or
subscribe for shares of any class or classes,
including the price and conversion basis
thereof, and to authorize the issuance
thereof. The Board of Directors shall also
have the power to issue shares of stock of
the corporation for cash, services, property,
the securities or assets of other business
enterprises, as it may from time to time deem
expedient.
c. No holder of stock in the corporation shall
be entitled to any cumulative voting rights.
d. No holder of stock of the corporation shall
have any preferential, preemptive or other
rights of subscription to any shares of any
class of stock of the corporation allotted or
sold or to be allotted or sold now or
hereafter authorized, or to any obligations
convertible into the stock of the corporation
of any class, or any right of subscription to
any part thereof.
ARTICLE VIII.
Management and Additional Powers
Section 1. The management and conduct of the
business of the corporation shall be vested in a Board
of Directors, which shall consist of such number of
directors, not less than the minimum permitted by law,
as shall be fixed in the Bylaws, or in the absence of
such provision in the Bylaws, as shall be determined by
the shareholders at any annual or special meeting
thereof. The term of the first Board of Directors, as
hereinafter identified, shall extend until the first
shareholders' meeting subsequent to incorporation.
Section 2. Except as otherwise herein provided,
the term of office of each director of the corporation
shall be for a period of one year and until his
successor is elected and qualified, unless the director
is removed as provided by law.
Section 3. At the first shareholders' meeting of
the corporation subsequent to incorporation, a director
or directors shall be elected to serve until the next
annual meeting of shareholders and until a successor or
successors are elected and qualified. Thereafter, all
directors shall be elected for the full term of one
year and until their respective successors are elected
and qualified, unless removed as provided by law. If a
vacancy in the Board of Directors occurs during the
term of any director, a successor director to serve
during the unexpired portion of said term may be
elected by the remaining directors.
Section 4. The Board of Directors shall have the
authority to accept or reject subscriptions for capital
made after incorporation and may grant options to
purchase or subscribe for capital stock. The Board of
Directors shall from time to time fix and determine the
consideration for which the corporation shall issue and
sell its capital stock, and also the dividends to be
paid by the corporation upon the capital stock. The
Board of Directors shall
<PAGE>
have authority to fix the
terms and conditions of rights to convert any
securities of this corporation into shares and to
authorize the issuance of such conversion rights.
Section 5. The Board of Directors shall have the
authority to issue bonds, debentures or other
securities convertible into capital stock or other
securities of any class, or bearer warrants or other
evidences of optional rights to purchase and/or
subscribe to capital stock or other securities of any
class, upon such terms, in such manner, and under such
conditions as may be fixed by resolution of the Board
prior to the issuance thereof.
Section 6. The Board of Directors shall have the
authority to make and alter the Bylaws, subject to the
power of the shareholders to change or repeal the
Bylaws.
Section 7. A quorum for any meeting of
shareholders to transact business of this corporation
except as otherwise specifically provided herein or by
law shall be the presence in person or by proxy of the
holders of a majority of the shares of common stock of
the corporation outstanding and of record on the record
date set for such meeting.
Section 8. No contract or other transaction
between the corporation and any person, firm,
association or corporation shall, in the absence of
fraud, be invalidated or in any way affected by the
fact that any of the directors of the corporation are,
directly or indirectly, pecuniarily or otherwise
interested in such contract, transaction or other act
or related to or interested in such person, firm,
association or corporation, as director, stockholder,
officer, employee, member or otherwise. Any director of
the corporation, individually, or any firm or
association of which any director may be a member may
be a party to or may be pecuniarily or otherwise
interested in any contract or transaction of the
corporation, provided that the fact that he
individually or such firm or association is so
interested shall be disclosed or known to the Board of
Directors or a majority of such members thereof as
shall be present at any meeting of the Board of
Directors, or of any committee of directors having the
powers of the full Board, at which action upon any such
contract, transaction or other act is taken, and if
such fact shall be so disclosed or known, any director
of this corporation so related or otherwise interested
may be counted in determining the presence of a quorum
at any meeting of the Board of Directors or such
committee at which action upon any such contract,
transaction or act shall be taken and may vote thereat
with respect to such action with like force and effect
as if he were not so related or interested. Any
director of the corporation may vote upon any contract
or other transaction between the corporation and any
subsidiary or affiliated corporation.
Section 9. Officers and directors of this
corporation may hold positions as officers and
directors of any other corporations in related
businesses, and their efforts to advance such
corporations will not constitute a breach of fiduciary
loyalty to this corporation in the absence of a showing
of bad faith.
ARTICLE IX.
Directors
The first Board of Directors shall be comprised of
six (6) persons whose names and addresses are as
follows:
Duane W. Pike Leo Seidl
Luxemburg, WI 54217 Luxemburg, WI 54217
Clem Barbiaux George Paider
Luxemburg, WI 54217 Luxemburg, WI 54217
Irvin Vincent Willard Marchant
Luxemburg, WI 54217 Brussels, WI 54204
<PAGE>
ARTICLE X.
Incorporator
The incorporator's name and address are as
follows:
Duane W. Pike
Luxemburg, WI 54217
ARTICLE XI.
Amendment
Any provisions contained in these Articles of
Incorporation may be amended solely by the affirmative
vote of the holders of a majority of the stock entitled
to vote.
<PAGE>
IN WITNESS WHEREOF, the undersigned has set his
hand this 1st day of June, 1983.
/s/ Duane W. Pike
---------------------
Duane W. Pike
STATE OF WISCONSIN )
)ss.
COUNTY OF Kewaunee )
On this 1st day of June, 1983, before me, a Notary
Public within and for said County, personally appeared
Duane W. Pike, to me known to be the person described
in and who executed the foregoing instrument and
acknowledged that he executed the same as his free act
and deed.
/s/ Carol Baierl
--------------------------
Notary Public
My Commission Expires: 10/2/83
This instrument drafted by:
J. Kevin Costley, Esq.
LINDQUIST & VENNUM
4200 IDS Center
80 South Eighth Street
Minneapolis, Minnesota 55402
<PAGE>
Form 4
Secretary of State
WISCONSIN
5/91
ARTICLES OF AMENDMENT
Stock (for profit)
A. Name of Corporation: LUXEMBURG BANCSHARES, INC.
(prior to any change effected by this amendment)
Test of Amendment (Refer to the existing articles of
incorporation and instruction A. Determine those items
to be changed and set forth below the number
identifying the paragraph being changed and how the
amended paragraph is to read.)
RESOLVED, THAT, Article VII of the Articles of
Incorporation entitled, "Capital Stock," is hereby
amended to read as follows:
"The aggregate number of shares which this
corporation shall have authority to issue is 300,000
shares, par value $0.16-2/3 each, which shall be known
as `common stock.'"
And that the remainder of said article continues
unchanged.
B. Amendment to the articles of incorporation adopted
on May 18, 1991
(date)
Indicate the method of adoption by checking the
appropriate choice below:
( ) By the Board of Directors (In accordance with
sec. 180.1002, Wis. Stats.)
OR
(X) By the Board of Directors and Shareholders (In
accordance with sec. 180.1003, Wis. Stats.)
OR
( ) By Incorporators of Board of Directors,
before issuance of shares (In accordance with
sec. 180.1005, Wis. Stats.)
C. Executed on behalf of the corporation on May 24, 1991
(date)
/s/ Irvin Vincent
----------------------------
(signature)
Irvin Vincent
----------------------------
(printed name)
President
----------------------------
(title)
D. This document was drafted by Atty. Glenn J. Slatky
of SLATKY, WOLSKE & MEHN
(name of individual required by law)
<PAGE>
Exhibit B
[Amended and Restated Articles of Incorporation
proposed for adoption by shareholders]
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LUXEMBURG BANCSHARES, INC.
Luxemburg Bancshares, Inc. (the "Corporation"), a
corporation organized under Chapter 180 of the
Wisconsin Statutes (the "WBCL"), hereby adopts the
following Amended and Restated Articles of
Incorporation, which supersede and take the place of
the Corporation's existing Articles of Incorporation
and any amendments thereto.
ARTICLE I
Name
The name of the Corporation is Luxemburg
Bancshares, Inc..
ARTICLE II
Duration
The period of existence of the Corporation shall
be perpetual.
ARTICLE III
Purposes
The purposes for which the Corporation is
organized are to engage in any lawful activity within
the purposes for which a Corporation may be organized
under the WBCL.
ARTICLE IV
Capital Stock
The aggregate number of shares which the
corporation shall have the authority to issue, the
designation of each class of shares, the authorized
number of shares of each class and the par value
thereof per share shall be as follows:
Designation Par Value Authorized
Class Per Share Number of Shares
Common Stock $ 1.00 2,400,000
Preferred Stock $ .01 400,000
The preferences, limitations and relative rights of
shares of each class of stock shall be as follows:
A. Common Stock.
(1) Voting. The shares of stock issued
under this class shall be entitled to one vote for each
share of stock issued and outstanding. Except as
provided by law and except as may be provided with
respect to Preferred Stock in accordance with Paragraph
(1) of Section B below, only the holders of shares of
Common Stock shall be entitled to vote for the election
of directors of the Corporation and for all other
corporate purposes. Except as otherwise provided by
law, upon any such vote, each holder of Common Stock
shall be entitled to one vote for each share of Common
Stock held of record by such shareholder.
<PAGE>
(2) Dividends. Subject to the provisions
of Paragraph (4) of Section B, below, the holders of
Common Stock shall be entitled to receive such
dividends in accordance with the terms as may be
declared thereon from time to time by the Board of
Directors, in its discretion, out of any funds of the
Corporation at the time legally available for payment
of dividends on Common Stock.
(3) Liquidation. In the event of the
voluntary or involuntary dissolution, liquidation or
winding up of the Corporation, after there have been
paid to or set aside for the holders of shares of
Preferred Stock the full preferential amounts to which
they are entitled as provided in Paragraph (5) of
Section B below, the holders of outstanding shares of
Common Stock shall be entitled to share ratably,
according to the number of shares held by each, in the
remaining assets of the Corporation available for
distribution.
B. Preferred Stock.
(1) Series and Variations Between Series.
The Preferred stock may from time to time as
hereinafter provided be divided into and issued in one
or more series, and the Board of Directors is hereby
expressly authorized to establish one or more series,
to fix and determine the variations as among series and
to fix and determine, prior to the issuance of any
shares of a particular series, the following
designations, terms, limitations and relative rights
and preferences of such series:
(a) The designations of such series and
the number of shares which shall constitute such
series, which number may at any time, or from time to
time, be increased or decreased (but not below the
number of shares thereof then outstanding) by the Board
of Directors unless the Board of Directors shall have
otherwise provided in establishing such series;
(b) Whether and to what extent the
shares of that series shall have voting rights, in
addition to the voting rights provided by law, which
might include the right to elect a specified number of
directors in any case or if dividends on such series
were not paid for a specified period of time;
(c) The yearly rate of dividends, if
any, on the shares of such series, the dates in each
year upon which such dividend shall be payable and the
date or dates from which any such cumulative dividend
shall be cumulative;
(d) The amount per share payable on the
shares of such series in the event of the voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;
(e) The terms, if any, on which the
shares of such series shall be redeemable, and, if
redeemable, the amount per share payable thereon in the
case of the redemption thereof (which amount may vary
for (i) shares redeemed on different dates; and (ii)
shares redeemed through the operation of a sinking
fund, if any, applicable to such shares, from the
amount payable with respect to shares otherwise
redeemed);
(f) The extent to and manner in which a
sinking fund, if any, shall be applied to the
redemption or purchase of the shares of such series,
and the terms and provisions relative to the operation
of such fund;
(g) The terms, if any, on which the
shares of such series shall be convertible into shares
of any other class or of any other series of the same
or any other class and, if so convertible, the price or
prices or the rate or rates of conversion, including
the method, if any, for adjustments of such prices or
rates, and any other terms and conditions applicable
thereto; and
(h) Such other terms, limitations and
relative rights and preferences, if any, of such series
as the Board of Directors may lawfully fix and
determine and as shall not be inconsistent with the law
of the State of Wisconsin or these Articles of
Incorporation.
(2) Redemption Right. Shares of Preferred
Stock may be issued which are redeemable by the
Corporation at the price determined by the Board of
Directors for shares of each series as provided in
Subparagraph (e) of Paragraph (1) of this Section B,
above.
<PAGE>
(3) Conversion of Preferred Stock. Shares
of Preferred Stock may be issued which are convertible
into shares of Common Stock or shares of any other
series of Preferred Stock on the terms and conditions
determined by the Board of Directors for shares of each
series as provided in Subparagraph (g) or Paragraph (1)
of this Section B, above.
(4) Dividends. Shares of Preferred Stock
may be issued which entitle the holders thereof to
cumulative, noncumulative or partially cumulative
dividends. The holders of Preferred Stock shall be
entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available
therefor, dividends at the annual rate fixed by the
Board of Directors with respect to each series of
shares and no more. Such dividends shall be payable on
such dates and in respect of such periods in such year
as may be fixed by the Board of Directors to the
holders of record thereof on such date as may be
determined by the Board of Directors. Such dividends
shall be paid or declared and set apart for payment for
each dividend period before any dividend (other than a
dividend payable solely in Common Stock) for the same
period shall be paid upon or set apart for payment on
the Common Stock, and, if dividends on the Preferred
Stock shall be cumulative or partially cumulative, all
unpaid dividends thereon for any past dividend period
shall be fully paid or declared and set apart for
payment, but without interest, before any dividend
(other than a dividend payable solely in Common Stock)
shall be paid upon or set apart for payment on the
Common Stock. The holders of Preferred Stock shall
not, however, be entitled to participate in any other
or additional earnings or profits of the Corporation,
except for such premiums, if any, as may be payable in
case of redemption, liquidation, dissolution or winding
up.
(5) Liquidation. In the event of
liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Corporation, the
holders of shares of Preferred Stock shall be entitled
to be paid the full amount payable on such shares upon
the liquidation, dissolution or winding up of the
Corporation fixed by the Board of Directors with
respect to such shares as provided in Subparagraph (d)
of Paragraph (1) of this Section B, above, before any
amount shall be paid to the holders of the Common
Stock.
(6) Reissue of Shares. Shares of the
Preferred Stock which shall have been converted,
redeemed purchased or otherwise acquired by the
Corporation, whether through the operation of a sinking
fund or otherwise, shall be retired and restored to the
status of authorized but unissued shares, but may be
reissued only as a part of the Preferred Stock other
than the series of which they were originally a part.
ARTICLE V
Preemptive Rights
No holder of any capital stock of the Corporation
shall have any preemptive right to purchase, subscribe
for, or otherwise acquire any shares of the Corporation
of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such
shares.
ARTICLE VI
Board of Directors
(a) Number of Directors, Tenure and
Qualifications. The number of directors constituting
the Board of Directors of the Corporation shall be such
number, not less than 3 nor more than 20, as from time
to time shall be determined by the then authorized
number of directors; provided, however, that no
decrease in the number of directors shall have the
effect of shortening the term of any incumbent
director. The Board of Directors shall be and is
divided into three classes, designated Class I, Class
II and Class III. The initial Class I directors shall
be Richard Dougherty and Ronald Ledvina; the initial
Class II directors shall be Irvin Vincent, Thomas
Rueckl and James Jadin; and the initial Class III
directors shall be Willard Marchant, Donald Pritzl and
John Slatky. Each class shall consist, as nearly as
may be possible, of one-third of the total number of
directors constituting the entire Board of Directors,
with the term of office of the directors of one class
expiring each year. Each director shall serve for a
term ending on the date of the third annual meeting
following the annual meeting at which such director was
elected; provided, however, the initial Class I
directors shall serve for a term ending on the date of
the annual meeting of shareholders held in 1999, the
initial Class II directors shall serve for a term
ending on the date of the annual meeting of
shareholders held in 2000, and the initial Class III
directors shall serve for a term ending on the date of
the annual meeting of shareholders held in 2001. Each
director shall hold office until the annual
<PAGE>
meeting for
the year in which his term expires and until such
director's successor shall be elected and qualified,
subject, however, to such director's earlier death,
resignation, disqualification or removal from office.
(b) Vacancies. Any vacancy on the Board of
Directors, whether resulting from an increase in the
number of directors or resulting from death,
resignation, disqualification, removal or otherwise,
even if less than a quorum, or by a sole remaining
director. If no director remains in office, any
vacancy may be filled by the shareholders. Any
director so elected to fill any vacancy on the Board of
Directors, including a vacancy created by an increase
in the number of directors, shall hold office for the
remaining term of directors of the class to which he
has been elected and until his successor shall be
elected and shall qualify.
(c) Removal of Directors. A director of the
Corporation may be removed from office prior to the
expiration of his term of office at any time, but only
for cause and only by the affirmative vote of a
majority of the outstanding shares of capital stock of
the Corporation entitled to vote with respect to the
election of such director at a meeting of the
shareholders duly called for such purpose.
(d) Shareholder Nominations. Advance notice of
shareholder nominations for the election of directors
shall be given in the manner provided in the Bylaws of
the Corporation.
(e) Amendment or Repeal. Notwithstanding any
other provisions of these Articles of Incorporation or
the Bylaws of the Corporation (and notwithstanding the
fact that a lesser percentage may be specified by law,
these Amended and Restated Articles of Incorporation or
the Bylaws of the Corporation), the affirmative vote of
the holders of 80% or more of the combined voting power
of the then outstanding shares of stock entitled to
vote on the matter, voting together as a single class,
shall be required to alter, amend, adopt any provision
inconsistent with, or repeal this Article VI.
ARTICLE VII
Shareholder Action
The shareholders shall not be entitled to take
action without a meeting by less than unanimous
consent. Except as otherwise required by law and
subject to the express rights of the holders of any
class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation,
annual and special meetings of the shareholders shall
be called, the record date or dates shall be determined
and notice shall be sent as set forth in the Bylaws of
the Corporation. Notwithstanding any other provisions
of these Amended and Restated Articles of Incorporation
or the Bylaws of the Corporation (and notwithstanding
the fact that a lesser affirmative vote may be
specified by law, these Articles of Incorporation or
the Bylaws of the Corporation), the affirmative vote of
the holders of 80% or more of the combined voting power
of the then outstanding shares of stock entitled to
vote on the matter, voting together as a single class,
shall be required to alter, amend, adopt any provision
inconsistent with, or repeal Articles II or VIII of the
Bylaws, or this Article VII, or any provision thereof
or hereof; provided, however, that the Board of
Directors may alter, amend, or adopt any provision
inconsistent with, or repeal Articles II or VIII of the
Bylaws, or any provision thereof, without a vote of
shareholders.
ARTICLE VIII
Registered Office and Agent
The address of the registered office of the
Corporation is 630 Main Street, Luxemburg, Kewaunee
County, Wisconsin 54217 and the name of its registered
agent at such address is John A. Slatky.
This instrument was drafted by:
Larry D. Lieberman
Godfrey & Kahn, S.C.
780 N. Water Street
Milwaukee, Wisconsin 53202
