SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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 Section 240.14a-11(c) or Section 240.14a-12
O.A.K. FINANCIAL CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(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>
PRELIMINARY COPY
O.A.K. Financial Corporation This Proxy is solicited
2445 84th Street, S.W. on behalf of the
Byron Center, Michigan 49315 Board of Directors
PROXY
The undersigned hereby appoints David Van Solkema and John Van Singel as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of Common
Stock of O.A.K. Financial Corporation held of record by the undersigned on
Februry 26, 1998, at the annual meeting of shareholders to be held April 16,
1998, and at any adjournment thereof.
1. In the election of three directors to be elected for terms expiring in 2001
[ ]FOR all nominees listed below [ ]WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
listed below
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Norman Fifelski, Dellvan Hoezee, Robert Deppe
2. Proposal to amend the Corporation's Articles of Incorporation to increase
the Corporation's authorized shares of common stock, $1.00 par value per
share, from 2,000,000 to 4,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted FOR all nominees listed in Proposal 1 and FOR the Other Proposal.
Please sign exactly as 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.
___________________________________ _______________________________
Signature Signature if held jointly
Dated:_____________________, 1998
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
PRELIMINARY COPY
O.A.K. FINANCIAL CORPORATION
2445 84th Street, S.W.
Byron Center, Michigan 49315
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 16, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of O.A.K. Financial Corporation (the "Corporation"), a Michigan
corporation, will be held on April 16, 1998, at 9:00 a.m., at the Byron Township
Hall, 8085 Byron Center, S.W., Byron Center, Michigan, for the following
purposes:
1. To elect three (3) directors, each to hold office for a 3-year term.
2. To consider and act upon a proposal to approve an amendment to the
Corporation's Articles of Incorporation to increase the Corporation's
authorized shares of common stock, $1.00 par value per share, from
2,000,000 to 4,000,000.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed February 26, 1998, as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
By order of the Board of Directors,
JOHN VAN SINGEL, Secretary
Your vote is important. Even if you plan to attend the meeting, please
date and sign the enclosed proxy form, indicate your choice with respect
to the matters to be voted upon, and return it promptly in the enclosed
envelope. Note that if the stock is held in more than one name, all
parties must sign the proxy form.
Dated: March_____, 1998
<PAGE>
O.A.K. FINANCIAL CORPORATION
2445 84th Street, S.W.
Byron Center, Michigan 49315
PROXY STATEMENT
This Proxy Statement and the enclosed proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of O.A.K. Financial
Corporation (the "Corporation"), a Michigan bank holding company, to be voted at
the Annual Meeting of Shareholders of the Corporation to be held on Thursday,
April 16, 1998, at 9:00 a.m., at the Byron Township Hall, 8085 Byron Center,
S.W., Byron Center, Michigan, or at any adjournment or adjournments thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Shareholders and in this Proxy Statement.
VOTING AT THE MEETING
This Proxy Statement has been mailed on or about March , 1998, to all
holders of record of common stock of the Corporation as of the record date. The
Board of Directors of the Corporation has fixed the close of business on
February 26, 1998, as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting of Shareholders and any
adjournment thereof.
The Corporation has only one class of capital stock authorized which is
common stock of the par value of $1.00 per share. There are presently 1,000,000
shares of common stock of the Corporation outstanding. Each outstanding share
will entitle the holder thereof to one vote on each separate matter presented
for vote at the meeting. Votes cast at the meeting and submitted by proxy are
counted by the inspectors of the meeting, who are appointed by the Corporation.
If a Proxy in the enclosed form is properly executed and returned to the
Corporation, the shares represented by the Proxy will be voted at the Annual
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of all of the nominees
named in the Proxy Statement and for the proposal set forth in this Proxy
Statement, and in accordance with the judgment of the persons named as proxies
with respect to any other matter which may come before the meeting. A proxy may
be revoked before exercise by notifying the Secretary of the Corporation in
writing or in open meeting, by submitting a proxy of a later date, or attending
the meeting and voting in person. All shareholders are encouraged to date and
sign the enclosed proxy form, indicate your choice with respect to the matters
to be voted upon, and return it to the Corporation.
ELECTION OF DIRECTORS
The Articles of Incorporation of the Corporation authorize the Board of
Directors to establish the size of the Board. The Board of Directors has
established the size of the Board for 1998 at seven (7). The Articles of
Incorporation also provide for the division of the Board of Directors into three
(3) classes of nearly equal size with staggered 3-year terms of office. Three
persons have been nominated for election to the Board by the Board of Directors,
each to serve a 3-year term expiring at the 2001 Annual Meeting of Shareholders.
The Board has nominated for 3-year terms Norman Fifelski, Dellvan Hoezee and
Robert Deppe. Each of Messrs. Fifelski and Hoezee is an incumbent director
previously elected by the Corporation's shareholders. Mr. Deppe was appointed to
the Board by the Board of Directors in October of 1997 and has not been
previously elected by the shareholders.
Mr. Bernard Hull, who has served as a director of the Corporation since the
Corporation was incorporated, will be retiring from the Board at the 1998 Annual
Meeting.
Unless otherwise directed by a shareholder's proxy, the persons named as
proxy holders in the accompanying proxy will vote for the nominees named above.
In the event any of such nominees shall become unavailable, which is not
anticipated, the Board of Directors in its discretion may designate substitute
nominees, in which event the enclosed proxy will be voted for such substitute
nominees. Proxies cannot be voted for a greater number of persons than the
number of nominees named.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. As such, the three individuals who
receive the largest number of votes cast at the meeting will be elected as
directors. Shares not voted at the meeting, whether by abstention, broker
nonvote, or otherwise, will not be treated as votes cast at the meeting.
The Board of Directors recommends a vote FOR the election of all the
persons nominated by the Board.
<PAGE>
PROPOSAL TO INCREASE AUTHORIZED CAPITAL STOCK
The Corporation's Board of Directors has proposed that Article III of the
Corporation's Articles of Incorporation ("Articles") be amended to read as
follows:
"The total authorized capital stock of this Corporation is four million
(4,000,000) shares of common stock of the par value of one dollar ($1.00)
per share. Each such share shall be equal to every other such share."
This amendment would increase the Corporation's authorized common stock
from 2,000,000 shares to 4,000,000 shares of common stock, $1.00 par value per
share. The purpose of this amendment is to provide additional shares for future
issuance. As of February 26, 1998, issued shares of common stock totaled
1,000,000, leaving 1,000,000 shares of common stock for future issuance as
authorized by the Board of Directors of the Corporation.
The Corporation does not have any present plan, understanding or agreement
to issue additional shares of common stock except for a possible 2-for-1 stock
split. A 2-for-1 stock split would be possible without an increase in the
authorized common stock but would leave no other authorized shares. The Board of
Directors believes that it is advisable to have additional shares of common
stock available for possible future acquisitions, public offerings and stock
dividends or stock splits. The Board of Directors of the Corporation will
determine whether and on what terms the issuance of shares of common stock may
be warranted and appropriate.
All of the additional shares resulting from the increase in the
Corporation's authorized common stock would be of the same class with the same
dividend, voting and liquidation rights as the shares of common stock presently
outstanding. The shares would be unreserved and available for issuance. No
further authorization for the issuance of common shares by shareholder vote is
required under the Corporation's existing Articles, and none would be required
prior to the issuance of the additional common shares by the Corporation.
Shareholders have no preemptive rights to acquire any shares issued by the
Corporation under its existing Articles, and shareholders would not acquire any
such rights with respect to any additional shares under the proposed amendment
to its Articles.
While the Corporation is not aware of any pending or threatened effort to
gain control of the Corporation, shareholders should be aware that the authority
of the Board to issue common stock might be considered as having the effect of
discouraging an attempt by another person or entity to effect a takeover or
otherwise gain control of the Corporation, because the issuance of additional
common stock, would dilute the voting power of the stock then outstanding.
Other provisions of the Corporation's Articles could also be viewed as
potential impediments to efforts to acquire control of the Corporation.
Specifically, those provisions of the Articles requiring the election of only
one-third of the directors of the Corporation every year, and the requirement
that the Board of Directors, in evaluating a takeover proposal, consider
interests of constituencies of the Corporation in addition to its shareholders,
or amendment to or deletion of any of the foregoing provisions, could be used in
a manner calculated to prevent the removal of management and make more difficult
or discourage a change in control of the Corporation. The Corporation has no
present intention of soliciting the vote of shareholders on any other proposal,
or series of proposals, to deter changes in control of the Corporation.
If the proposed amendment to increase the authorized shares of capital
stock is approved, common stock may, as noted, be issued without further action
by the shareholders and without first offering such shares to the Corporation's
shareholders for subscription. Issuance of common stock otherwise than on a pro
rata basis to all current shareholders would reduce current shareholders'
proportionate interests.
The affirmative vote of the holders of a majority of the outstanding shares
of common stock of the Corporation is required for approval of the proposed
amendment to the Corporation's Articles. Unless otherwise directed by a
shareholder's proxy, the persons named as proxy voters in the accompanying proxy
will vote FOR the amendment.
The Board of Directors has determined that the proposed amendment is
desirable and recommends a vote FOR the amendment.
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<PAGE>
VOTING SECURITIES AND BENEFICIAL OWNERSHIP OF MANAGEMENT
At February 26, 1998, the Corporation had outstanding 1,000,000 shares of
common stock, par value $1.00 per share. Shareholders are entitled to one vote
for each full share of common stock registered in their names at the close of
business on February 26, 1998, the record date fixed by the Board of Directors.
Votes cast at the meeting and submitted by proxy are counted by the inspectors
of the meeting, who are appointed by the Corporation.
As of February 26, 1998, no person was known by management to be the
beneficial owner of more than 5% of the outstanding common stock of the Company
except as follows:
<TABLE>
Name and Address of Amount and Nature of Approximate
Beneficial Owner Beneficial Ownership Percent of Class
<S> <C> <C>
Charles Andringa 63,190 6.32%
2807 Bridgeside Drive
Caledonia, MI 49316
Willard and Jane Van Singel (1) 134,565 (1) 13.46%
8977 Lindsey Lane, S.W.
Byron Center, MI 49315
</TABLE>
(1) Willard and Jane Van Singel are husband and wife. Of the shares shown
above, Mr. Van Singel has sole voting and investment power with respect to
76,686 shares (7.67%) and Mrs. Van Singel has sole voting and investment
power with respect to 57,879 shares (5.79%).
The information in the following table sets forth the beneficial ownership
of the Corporation's common stock by each of the executive officers listed in
the Summary Compensation Table presented later and by all directors and
executive officers as a group.
<TABLE>
Person Amount and Nature of Approximate
Beneficial Ownership (1) Percent of Class
<S> <C> <C>
John A. Van Singel................................ 21,724 (1) 2.17%
All executive officers and directors as a group 64,996 (2) 6.50%
(consisting of 10 persons)......................
</TABLE>
(1) Includes 4,133 shares owned by Mr. Van Singel's minor children and 9,741
shares owned jointly by Mr. Van Singel with his parents, Willard and Jane
Van Singel.
(2) Included for informational purposes are 10,338 shares to which officer and
directors disclaim beneficial ownership.
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<PAGE>
INFORMATION ABOUT DIRECTORS AND DIRECTOR NOMINEES
The following information relating to the principal occupation or
employment has been furnished to the Corporation by the respective directors and
director nominees. Each of those persons have been engaged in the occupations
stated below for more than 5 years.
<TABLE>
Nominees for Election as Directors for Term Expiring in 2001
Amount and Nature
of Beneficial
Director of Ownership Approximate
Age Corporation Since 3/ /98(1) Percent of Class
<S> <C> <C> <C> <C>
Norman Fifelski.............................. 52 1988 1,512 *
Owner, Hillcrest Foods and Fuel
Dellvan Hoezee............................... 63 1991 2,919 (2) *
President, Hudsonville Creamery
Robert Deppe................................. 37 1997 194 *
President, Robert Deppe Building
And Development Inc.
Directors Whose Terms Expire in 2000
David Van Solkema............................ 56 1988 1,186 *
President, Jobbers Warehouse, Inc.
(an auto parts distributor)
Gerald Williams.............................. 65 1988 7,000 *
President, Dorr Farm Products
(Farm equipment retailer)
Directors Whose Terms Expire in 1999
Lois Smalligan............................... 65 1988 21,798 (3) 2.18
Vice President and Mortgage Loan
Officer, Byron Center State Bank
John A. Van Singel........................... 43 1988 21,724 (4) 2.17
President, Byron Center State Bank
*Represents less than one percent
</TABLE>
(1) This information is based upon the Corporation's records as of February
26, 1998, and information supplied by the persons listed above. The number
of shares stated in this column include shares owned of record by the
shareholder and shares which, under federal securities regulations, are
deemed to be beneficially owned by the shareholder. Unless otherwise
indicated below, the persons named in the table have sole voting and sole
investment power or share voting and investment power with their
respective spouses, with respect to all shares beneficially owned.
(2) Includes 1,580 shares owned by Hudsonville Creamery & Ice Cream Co., a
corporation in which Mr. Hoezee owns a 1/3 interest.
(3) Includes 10,388 shares owned by Ms. Smalligan's children, as to which she
disclaims beneficial ownership.
(4) Includes 4,133 shares owned by Mr. Van Singel's minor children and 9,741
shares owned jointly by Mr. Van Singel with his parents, Willard and Jane
Van Singel.
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<PAGE>
Director Compensation
Directors of the Corporation and the Bank are paid an annual retainer fee
of $5,000 for their service on both boards. No compensation is paid for
attendance at Corporation or Bank Board or committee meetings; although
discretionary bonuses were paid to each director amounting to $8,000, $7,000 and
$6,000 for the years ended December 31, 1997, 1996 and 1995, respectively.
During 1997, the Board of Directors of the Corporation and the Bank held a total
of 24 regular meetings. Various committees of the Board held meetings as needed.
Each director attended at least 75% of the total number of meetings of the Board
of Directors and meetings of committees on which they served.
In 1988, the Bank adopted a deferred compensation plan for directors that
provides for benefit payments to the participant and his or her family upon
retirement or death. All of the Corporation's directors are participants in this
plan. This plan allowed for the deferral of director fees in return for the
payment of certain defined benefits payable upon termination of one's service as
a director of the Bank. The cost of this plan was $108,856, $102,563, and
$49,179 in 1997, 1996 and 1995, respectively. The projected benefit obligations
for this plan was $659,448 as of December 31, 1997. The Bank has purchased life
insurance policies on the lives of the participating directors with the Bank as
the owner and beneficiary. The life insurance policies will be used to fund the
benefits under the plan. The cash surrender value of the policies was $952,868
as of December 31, 1997. As of January 1, 1997, no further deferrals of
directors fees may be made under this plan.
The Audit Committee, comprised of Messrs. Fifelski, Hoezee and Van Solkema,
met on three occasions during 1997. Its primary duties and responsibilities
include annually recommending to the Board of Directors an independent public
accounting firm to be appointed auditors of the Corporation and the Bank,
reviewing the scope and fees for the audit, reviewing all the reports received
from the independent certified public accountants, and coordinating matters with
the internal auditing department.
COMPENSATION OF EXECUTIVE OFFICERS
Committee Report on Executive Compensation
Decisions on the compensation of the Corporation's executive officers are
made by the Board's nonemployee directors consisting of Messrs. Deppe, Fifelski,
Hoezee, Hull, Van Solkema and Williams. To ensure this Committee's independence,
the Board of Directors has, from time to time, used outside consultants to
assist the Committee in its deliberations. This Committee report addresses the
Corporation's compensation policies and programs for the year ended December 31,
1997.
Base Salary - Excluding consideration of other relevant factors, which may
include individual performance, experience, expertise and tenure, the Board
intends to maintain the base salaries of the Corporation's executive officers
and senior managers within peer group levels.
Annually, the Committee establishes a base wage for the President and Chief
Executive Officer, Mr. Van Singel, and for Ms. Smalligan. The Committee's
determination is based upon compensation levels established by the Corporation's
peers and evaluations by consultants.
The base salaries of all other executive officers are established by the
Corporation's President and Chief Executive Officer.
Annual Cash Incentive - To provide performance incentives and to compensate
for the reduction in base salary, the strategy provides for annual cash awards
that are payable if the Corporation and the Byron Center State Bank meet or
exceed annual performance objectives established by the Board of Directors.
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<PAGE>
Long-Term Incentives - To align the interests of its executive officers and
senior managers with the Corporation's shareholders, the Board's compensation
strategy provides for a 401(k) matching contribution.
Robert Deppe, Norman Fifelski, Dellvan Hoezee, Bernard Hull, David Van
Solkema, Gerald Williams
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth the compensation paid by the Bank during the
last three years to its Chief Executive Officer. There are no employees of the
Corporation; all personnel are employed by the Bank. No other executive officers
of the Corporation or the Bank received annual compensation in excess of
$100,000 during this period.
<TABLE>
All Other
Name and Principal Position Year Salary Bonus Compensation(1)
<S> <C> <C> <C> <C>
John Van Singel, President and 1997 $150,000 $40,000 $12,906
Chief Executive Officer 1996 $142,000 $40,000 $12,906
1995 $130,000 $37,500 $12,906
</TABLE>
(1) The amount set forth in this column includes (a) Bank contributions to the
Bank's Profit Sharing Plan of $12,750, $12,750, and $12,750 for 1997, 1996
and 1995, respectively, and (b) the dollar value of premiums paid by the
Bank for term life insurance on behalf of this executive.
Neither the Corporation nor the Bank maintain any option or other equity
based compensation plans. The Bank does maintain a profit sharing plan, whereby
cash bonuses are paid to employees if the Bank exceeds certain predetermined
levels of earnings established each year by the Board of Directors.
CERTAIN TRANSACTIONS
Certain directors and officers of the Corporation have had and are expected
to have in the future, transactions with the Bank, or have been directors or
officers of corporations, or members of partnerships, which have had and are
expected to have in the future, transactions with the Bank. All such
transactions with officers and directors, either directly or indirectly, have
been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other customers, and these transactions do
not involve more than the normal risk of collectibility or present other
unfavorable features. All such future transactions, including transactions with
principal shareholders and other Corporation affiliates, will be made in the
ordinary course of business, on terms no less favorable to the Corporation than
with other customers, and will be subject to approval by a majority of the
Corporation's independent, outside disinterested directors.
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<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Corporation's common stock with
that of the cumulative total return on the NASDAQ Bank Stocks Index and the
NASDAQ Stock Market Index for the five year period ended December 31, 1997. The
following information is based on an investment of $100, on January 1, 1992, in
the Corporation's common stock, the NASDAQ Bank Stocks Index, and the NASDAQ
Stock Market Index, with dividends reinvested. There has been only limited
trading in the Corporation's Common Stock, there are no market makers for such
shares, and the Corporation's common stock does not trade on any stock exchange
or on the NASDAQ market. Accordingly, the returns reflected in the following
graph and table are based on sale prices of the Corporation's stock of which
management is aware. There may have been sales
[GRAPHIC OMITTED]
<TABLE>
1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C>
O.A.K. Financial 100 126.46 153.43 187.18 224.74 279.38
NASDAQ Stock Market Index 100 119.95 125.94 163.35 202.99 248.30
Industry Index (1) 100 104.36 97.33 141.95 188.44 297.47
</TABLE>
(1) MG Industry Group 044 - East North Central Banks - Source: Media General
Financial Services, Richmond, Virginia
-7-
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of the Corporation for the year ended December 31,
1997 have been examined by Rehmann Robson & Co., independent public accountants.
A representative of Rehmann Robson & Co. will be at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and be available
to answer appropriate questions. Rehmann Robson & Co. has been reappointed by
the Board of Directors as the independent public accountants of the Corporation
and its subsidiaries for the year ending December 31, 1997.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Corporation for inclusion
in the 1999 Annual Meeting of Shareholders proxy materials must be received by
the Corporation no later than November 15, 1998.
OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, the proxy will be voted in respect
thereof in accordance with the best judgment of the persons authorized therein,
and discretionary authority to do so is included in the proxy. The cost of
soliciting proxies will be borne by the Corporation. In addition to solicitation
by mail, officers and other employees of the Corporation and its subsidiaries
may solicit proxies by telephone or in person, without compensation other than
their regular compensation.
The Annual Report of the Corporation for 1997 is included with this Proxy
Statement. Copies of the report will also be available for all shareholders
attending the Annual Meeting.
Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope. A prompt response will be helpful and appreciated.
BY ORDER OF THE BOARD OF DIRECTORS
John Van Singel
Secretary
March_______, 1998
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