<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MICHIGAN COMMUNITY BANCORP LIMITED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MICHIGAN COMMUNITY BANCORP LIMITED
- --------------------------------------------------------------------------------
(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> 2
MICHIGAN COMMUNITY BANCORP LIMITED
June 8, 1999
DEAR MICHIGAN COMMUNITY BANCORP SHAREHOLDER:
You are cordially invited to attend our first annual meeting of
Shareholders. The date of our annual meeting this year is Wednesday, July 21,
1999. It will be held at our corporate offices located at 43850 Schoenherr Road,
Sterling Heights, Michigan. We plan to get started at 9:00 a.m. For your
convenience, we have included a map and directions to our offices on the back
page of this proxy statement.
The formal notice of the meeting follows on the next page. In addition to
the two items of business, we will also discuss the events of 1998 and answer
any questions you may have about our company. Enclosed with this proxy statement
is your voting card, a postage-paid envelope to return your voting card and our
1998 Annual Report.
Your vote is important. Whether you are able to attend the meeting or not,
please sign, date and return the enclosed voting card in the envelope provided.
If you decide to attend the meeting and would like to vote in person, you may do
so.
I look forward to seeing you at the meeting.
Sincerely,
DAVID A. McKINNON
David A. McKinnon
President and Chief Executive Officer
<PAGE> 3
MICHIGAN COMMUNITY BANCORP LIMITED
------------------------------
NOTICE OF THE 1999
ANNUAL MEETING OF SHAREHOLDERS
------------------------------
The Annual Meeting of Shareholders of Michigan Community Bancorp Limited
will be held on Wednesday, July 21, 1999 at 9:00 a.m. at the corporate offices
of Michigan Community Bancorp Limited, located at 43850 Schoenherr Road,
Sterling Heights, Michigan for the following purposes:
1. to elect six (6) directors;
2. to ratify the appointment of Plante & Moran LLP as the independent
auditors for the 1999 fiscal year; and
3. to transact any other business that may properly come before the
meeting.
Shareholders who owned their shares as of the close of business on June 7,
1999 are entitled to notice of and to vote at our Annual Meeting.
Whether or not you plan to attend the meeting, please sign, date and return
the enclosed voting card in the envelope provided.
By Order of the Board of Directors
KIMBERLY SCHAUER
Kimberly Schauer
Secretary
June 8, 1999
------------------------------
YOUR VOTE IS IMPORTANT
PLEASE MARK, SIGN, AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED SELF-ADDRESSED
STAMPED ENVELOPE.
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Information About Michigan Community Bancorp Limited........ 3
Information About the Annual Meeting........................ 3
Information About Attending the Annual Meeting............ 3
Information About the Proxy Statement..................... 3
Information About Voting.................................. 3
Quorum Requirement........................................ 4
Information About Votes Necessary for Action to be
Taken.................................................. 4
Other Matters............................................. 4
Election of Directors....................................... 4
Appointment of Independent Public Accountants............... 6
Meetings and Committees of the Board........................ 6
Audit Committee........................................... 6
Compensation Committee.................................... 6
Director Compensation....................................... 7
Director and Executive Officer Ownership of MCB Common
Stock..................................................... 7
Persons Owning More than Five Percent of Outstanding MCB
Common Stock.............................................. 8
Executive Compensation...................................... 8
Report of Compensation Committee.......................... 8
Executive Compensation Table.............................. 9
Options Granted During 1998............................... 9
Transactions with Management................................ 9
Other Information........................................... 10
Compliance with Section 16(a) of the Securities Exchange
Act of 1934............................................ 10
Shareholder Proposals..................................... 10
</TABLE>
2
<PAGE> 5
INFORMATION ABOUT
MICHIGAN COMMUNITY BANCORP LIMITED
Michigan Community Bancorp Limited ("MCB") is a bank holding company which
owns and operates Lakeside Community Bank ("Lakeside") and North Oakland
Community Bank ("North Oakland"). Lakeside Community Bank, is a federally
insured commercial bank which provides banking services throughout Macomb
County, Michigan. North Oakland Community Bank, is a federally insured
commercial bank which provides banking services throughout Oakland County,
Michigan. Collectively, MCB, Lakeside and North Oakland currently employ 22
people. MCB's headquarters is located at 43850 Schoenherr Road, Sterling
Heights, Michigan 48313. Our telephone number is (810) 532-8000.
INFORMATION ABOUT THE ANNUAL MEETING
INFORMATION ABOUT ATTENDING THE ANNUAL MEETING
Our Annual Meeting will be held July 21, 1999 at 9:00 a.m. at our corporate
headquarters which is located at 43850 Schoenherr Road, Sterling Heights,
Michigan. If you would like to attend the Annual Meeting, please bring your
admission ticket with you. Your admission ticket is included with this proxy
statement and is attached to the proxy card. Simply detach the proxy card from
your ticket, sign, date and mail your proxy card in the enclosed envelope and
bring your admission ticket to the meeting. If you want to attend the meeting,
but your shares are held in the name of a broker or other nominee, please send a
written request for an admission ticket to our Secretary, Kimberly Schauer and
include in your request an account statement or letter from the nominee
indicating that you were the beneficial owner of the shares at the close of
business on June 7, 1999.
INFORMATION ABOUT THIS PROXY STATEMENT
You are receiving this proxy statement and the enclosed proxy card because
our Board of Directors is soliciting your proxy to vote your shares at the
Annual Meeting. This proxy statement contains the information we are required to
provide to you under the rules of the Securities and Exchange Commission. It is
designed to assist you in voting your shares. On June 10, 1999, we began mailing
these proxy materials to all shareholders of record at the close of business on
June 7, 1999.
INFORMATION ABOUT VOTING
You can vote on the matters to be presented at the Annual Meeting in two
ways:
- By Proxy -- You can vote by signing, dating and returning the enclosed
proxy card. If you do this, the individuals named on the card (your
"proxies") will vote your shares in manner you indicate. You may specify
on your proxy card whether your shares should be voted for all, some or
none of the nominees for director and whether your shares should be voted
for or against the ratification of Plante & Moran, LLP as the company's
auditors. If you do not indicate instructions on the proxy card, your
shares will be voted for the election of all the nominees for director
and for the ratification of Plante & Moran as independent accountants for
the 1999 fiscal year.
- In Person -- You may cast your vote in person when you attend the Annual
Meeting.
You may revoke your proxy at any time before it is exercised at the Annual
Meeting by sending a written notice of revocation to MCB's Secretary, Kimberly
Schauer, by providing a later dated proxy or by voting in person at the meeting.
Each share of Michigan Community Bank Limited common stock is entitled to
one vote. As of June 7, 1999, there were 665,000 shares of common stock
outstanding.
3
<PAGE> 6
QUORUM REQUIREMENT
To hold a valid meeting, a quorum of shareholders is necessary. If
shareholders entitled to cast at least a majority of all the votes entitled to
be cast at the meeting are present in person or by proxy, a quorum will exist.
Abstentions and broker non-votes are counted as present for establishing a
quorum. A broker non-vote occurs when a broker votes on some matter on the proxy
card but not on others because the broker does not have the authority to vote on
the other matter.
INFORMATION ABOUT VOTES NECESSARY FOR ACTION TO BE TAKEN
Six (6) directors will be elected at the meeting. In the event a quorum
exists, each director must receive the affirmative vote of a majority of the
votes cast at the meeting. Other action, such as ratification of the appointment
of Plante & Moran as the company's auditors, requires an affirmative vote of the
majority of the votes cast on the matter. Abstentions and non-votes will have no
effect on the result of the vote on the two items to be presented at the
meeting.
OTHER MATTERS
The Board of Directors does not know of any other matter to be presented at
the Annual Meeting other than the proposals discussed in this proxy statement.
Generally, under MCB's Bylaws, no business other than the two items discussed in
this proxy statement may be transacted at the meeting. However, if any other
matter properly comes before the Annual Meeting, your proxies will act on such
proposal in their discretion.
ELECTION OF DIRECTORS
MCB's Board of Directors is divided into classes and as a result, the terms
of the directors are staggered. Each class of director serves a staggered three
year term. In 1999, the terms of MCB's Class I directors end. Therefore all of
the Class I directors are nominated to be re-elected. Each re-elected director
will serve until the end of their term and their qualified successor has been
elected. Current directors Messrs. Baltzer, Peleman and Shelton are Class I
directors and if re-elected will serve a new three year term.
In addition, during 1998, the Board of Directors appointed Frank D.
Blowers, Anthony Ferlito and William Sumner to the Board. As required by the
Bylaws, Messrs. Blowers, Ferlito and Sumner each must be elected by a vote of
the shareholders at the next annual meeting after their appointment to the
Board. Mr. Blowers has been designated as a Class I director and will serve a
new three year term, if elected. Mr. Ferlito has been designated as a Class II
director and will serve the remaining two years of the term of a Class II
director, if elected . Mr. Sumner has been designated as a Class III director
and will serve the remaining one year of the term of a Class III director, if
elected.
If any nominee is unavailable for election, the proxy holders may vote for
another nominee proposed by the Board or the Board may reduce the number of
directors to be elected at the Annual Meeting.
The following information is furnished with respect to all of our
directors. The ages of the directors are as of December 31, 1998.
David A. McKinnon, 49 (Chairman of the Board/Chief Executive
Officer/President). Since July 1987, Mr. McKinnon has been an attorney with the
law firm of David A. McKinnon P.C. located in Sterling Heights, Michigan. From
October 1995 until December 1997, Mr. McKinnon served as Vice Chairman of the
Board of Directors of Macomb Community Bank. From 1990 until 1995, Mr. McKinnon
served on the Board of Directors and as legal counsel for First National Bank in
Mt. Clemens, located in Mt. Clemens, Michigan. From 1985 until 1991, Mr.
McKinnon was legal counsel for the First State Bank of East Detroit, located in
East Detroit, Michigan. Mr. McKinnon holds a J.D. from Thomas M. Cooley Law
School and a B.A. in economics from Wayne State University. Term expires 2001.
4
<PAGE> 7
Paul "Bud" E. Baltzer, 49, Since June, 1973, Mr. Baltzer has been President
of Pebco Sales, Inc., Clinton Township, Michigan, a sales, design, warehousing
and manufacturing company supplying rubber products and flexible components for
piping and ducting service primarily to clients in the pollution control and
automotive paint finishing business. NOMINEE.
Frank D. Blowers, 50. Mr. Blowers has been the President of Lakeside
Community Bank since its inception. Prior to joining Lakeside, Mr. Blowers was a
Senior Vice President for First of America Bank, N.A. and was responsible for
product sales for a region with branches that held approximately $750 million in
assets. Mr. Blowers has over 30 years of banking experience and previously
served as Senior Vice President for Security Bank, St. Clair Shores, Michigan.
NOMINEE.
Anthony J. Ferlito, 37. Since 1980, Mr. Ferlito has been President of
Ferlito Construction, Inc. a commercial construction company located in St.
Clair Shores, Michigan. Mr. Ferlito is also a member of the Construction
Association of Michigan, the International Council of Shopping Centers, the
Michigan Home Builders Association and the St. John Hospital Men's Guild.
NOMINEE.
Phillip T. Hernandez, 49. Since 1991, Mr. Hernandez has served as President
of the Efficient Sanitation Division of Waste Management of Michigan, Inc.,
Clinton Township, Michigan, an environmental waste service company. Term expires
2000.
Joseph S. Lentine, 38. Since 1984, Mr. Lentine has served as Vice President
of Marketing and Office Administration for Golden Dental Plans, Inc., Warren,
Michigan, a state-licensed dental care delivery system company. In addition,
since 1979, Mr. Lentine has served a President of LeCom, Inc., Warren, Michigan,
a communications contracting firm. Term expires 2001.
John W. Melstrom, 57. Since 1968, Mr. Melstrom has been a partner with the
certified public accounting firm of Fenner, Melstrom, Dooling LLP, Auburn Hills,
Michigan. Term expires 2000.
Robert R. Peleman, 40. Since 1987, Mr. Peleman has been employed as an
anesthesiologist with Macomb Anesthesia P.C., Mt. Clemens, Michigan, and as head
of the anesthesiology department at St. Joseph's Hospital in Mt. Clemens,
Michigan. NOMINEE.
Russell M. Shelton, 49. Since 1967, Mr. Shelton has been Chief Executive
Officer and President of Shelton Pontiac-Buick, Inc., an automobile dealership
located in Rochester Hills, Michigan. NOMINEE.
David F. Shellenbarger, 51. Since 1981, Mr. Shellenbarger has been
President of Macro Computer Products, Inc., a computer products company located
in Rochester Hills, Michigan, which provides imaging services to financial
institutions. Term expires 2001.
J. William Sumner, 55. Since 1987, Mr. Sumner has been President of Health
Management Systems located in Eastpointe, Michigan. Health Management Systems
provide employee health care administration and behavioral health programs to
various businesses nationwide. Mr. Sumner is also a member of the Employee
Assistance Professionals Association and the St. John Hospital Men's Guild.
NOMINEE
5
<PAGE> 8
Gerald A. Tarquinio, 61. Since 1995, Mr. Tarquinio has been a self employed
consultant and private investor. From 1988 until 1995, Mr. Tarquinio was a Vice
President/Commercial Loan Group Manager for First of America Bank, N.A. located
in Rochester, Michigan. From 1981 until 1988 Mr. Tarquinio was President, Chief
Executive Officer and Director of the National Bank of Rochester. Term expires
2000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE FOR EACH OF THE NOMINEES.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors has
appointed Plante & Moran LLP to serve as the independent public accountants of
Michigan Community Bancorp for its fiscal year ending December 31, 1999. The
Board seeks to have the shareholders ratify the appointment of Plante & Moran.
Plante & Moran has served as the independent public accountants of Michigan
Community Bancorp since its inception in January 1998. Representatives of Plante
& Moran will be present at the Annual Meeting to respond to questions and to
make a statement if they desire to do so. If the appointment of Plante & Moran
is not ratified by the shareholders, the Board of Directors may appoint other
independent public accountants based upon the recommendation of the Audit
Committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE RATIFICATION OF THE APPOINTMENT OF PLANTE &
MORAN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
FISCAL YEAR 1999.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors met one time during 1998. Now that MCB has commenced
operation, the Board of Directors is scheduled to meet at least six times during
1999. The Board of Directors has also established audit and compensation
committees. In addition to the meetings of the full Board, directors will also
attend meetings of Board Committees during 1999. Because MCB did not commence
operations until after the completion of its initial public offering in December
1998, neither the Audit nor the Compensation Committee met during 1998.
AUDIT COMMITTEE
The Audit Committee is responsible for reviewing with management the
financial controls, accounting, audit and reporting activities. The Audit
Committee reviews the qualifications of the independent auditors, makes
recommendations to the Board of Directors regarding the selection of independent
auditors, reviews the scope, fees and results of any audit and reviews non-audit
services provided by the independent auditors. The Audit Committee is also
responsible for reviewing any transactions between Michigan Community Bancorp
and its directors, officers, or significant shareholders. The members of the
Audit Committee are Messrs. Melstrom, Shellenbarger and Tarquinio.
COMPENSATION COMMITTEE
The Compensation Committee is responsible for the administration of all
salary and incentive compensation plans for the officers and key employees of
the Company, including bonuses. The Compensation Committee also administers the
Company's 1998 Employee Stock Option Plan and the 1998 Non-Employee Director
Stock Option Plan. The members of the Compensation Committee are Messrs.
Baltzer, Peleman and Shelton.
6
<PAGE> 9
DIRECTOR COMPENSATION
Directors who are not employees or consultants of Michigan Community
Bancorp are not currently paid for serving on the Board of Directors.
Directors are eligible to participate in the 1998 Non-Employee Stock Option
Plan. On May 19, 1998, each director received an initial grant of non-qualified
stock options to purchase 3,333 shares of common stock at an exercise price of
$15.00 per share. On December 4, 1998, the IPO date, 70% of the options vested,
on December 4, 1999, an additional 15% of the options will vest, on December 4,
2000, an additional 5% of the options will vest and on December 4, 2001 the
remaining 10% of the options will vest. The following are the number of options
granted to each non-employee director during 1998:
<TABLE>
<CAPTION>
NUMBER OF
DIRECTOR OPTIONS GRANTED
-------- ---------------
<S> <C>
Paul E. Baltzer, Jr......................................... 3,333
Phillip T. Hernandez........................................ 3,333
Joseph S. Lentine........................................... 3,333
John W. Melstrom............................................ 3,333
Robert R. Peleman........................................... 3,333
David F. Shellenbarger...................................... 3,333
Russell M. Shelton.......................................... 3,333
Gerald A. Tarquinio......................................... 3,333
</TABLE>
DIRECTOR AND EXECUTIVE OFFICER OWNERSHIP
OF MCB COMMON STOCK
This table indicates how much common stock the executive officers and
directors beneficially owned as of March 31, 1999. In general, "beneficial
ownership" includes those shares a director or executive officer has the power
to vote, or the power to transfer, and stock options that are exercisable
currently or become exercisable within 60 days. Except as otherwise noted, the
persons named in the table below have sole investment power with respect to all
shares shown as beneficially owned by them.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK OPTIONS EXERCISABLE PERCENT OF
NAME BENEFICIALLY OWNED WITHIN 60 DAYS OUTSTANDING SHARE
---- ---------------------- ------------------- -----------------
<S> <C> <C> <C>
David A. McKinnon...................... 22,750 4,667 4.1%
Paul E. Baltzer, Jr.................... 6,417 2,333 1.3%
Frank D. Blowers....................... 30,750 2,800 4.6%
Anthony J. Ferlito..................... 16,783 -- 2.5%
Phillip T. Hernandez................... 3,083 2,333 *
Joseph S. Lentine...................... 4,933 2,333 1.0%
John W. Melstrom....................... 3,333 2,333 *
Robert P. Peleman...................... 24,359 2,333 4.0%
Russell M. Shelton..................... 3,433 2,333 *
David F. Shellenbarger................. 8,750 2,333 1.6%
William Sumner......................... 3,333 -- *
Gerald A. Tarquinio.................... 2,000 2,333 *
Directors and Executive Officers as a
group (12 persons)................... 129,924 26,131 23.5%
</TABLE>
- ---------------
* Less than 1% of MCB's outstanding shares of common stock
7
<PAGE> 10
PERSONS OWNING MORE THAN FIVE PERCENT
OF OUTSTANDING MCB COMMON STOCK
This table lists those persons known to us to hold more than five percent
of our outstanding common stock as of March 31, 1999.
<TABLE>
<CAPTION>
NAME AND NUMBER OF SHARES PERCENT OF OUTSTANDING
ADDRESS BENEFICIALLY OWNED SHARES
-------- ------------------ ----------------------
<S> <C> <C>
Fifth/Third Bank.......................................... 76,485 11.5%
</TABLE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The MCB compensation committee is comprised of three directors who are not
employees of the company. The Compensation Committee is responsible for the
approval and administration of compensation programs for MCB's executive
officers. MCB's compensation policies for executive officers are intended to:
- provide competitive compensation packages in order to attract and retain
superior executive talent;
- link a significant portion of an executive's overall compensation to
financial results as reflected in the value returned to shareholders; and
- provide long-term equity compensation to align the interests of executive
officers with those of shareholders and reward successful performance.
CASH COMPENSATION
Cash compensation for MCB executive officers is based primarily on an
analysis of competitive executive compensation. The Compensation Committee
relies upon general business compensation surveys and local market conditions to
determine appropriate compensation ranges.
MCB's policy is to pay its executive officers at the competitive averages
for comparable positions. Compensation levels for individual executive officers,
may be greater or less than competitive averages, depending upon a subjective
assessment of individual factors such as the executive's position, skills,
achievements, tenure and other historical factors.
EQUITY COMPENSATION
MCB provides equity compensation to its executive officers principally
through its 1998 Employee Stock Option Plan. Option awards under the 1998
Employee Stock Option Plan are determined based upon the achievement of various
predetermined goals of MCB relating to budgeted financial performance or the
achievement of operating targets and goals. Generally, awards under the 1998
Employee Stock Option Plan vest over a three year period to ensure that the
decisions made by the executive officer considers the long-term best interests
and continued financial and operational growth and achievement of MCB.
Awards of stock options to executive officers during 1998 under the 1998
Employee Stock Option Plan were made at the initial public offering price of
$15.00 per share. Making awards at the initial public offering price ensures
that the options only become valuable upon the continued appreciation of MCB's
stock price. In administering the 1998 Employee Stock Option Plan in this
manner, the Compensation Committee strives to align the interests of executive
officers with the interests of shareholders.
8
<PAGE> 11
CHIEF EXECUTIVE OFFICER'S COMPENSATION
Mr. McKinnon's salary for 1998 was $11,538, based in part, on his success
in organizing MCB, Lakeside and North Oakland and the successful completion of
the initial public offering Mr. McKinnon also was granted options to purchase
6,667 shares of common stock at an exercise price of $15.00 per share. The
options vest over three years.
Compensation Committee
Paul E. Baltzer, Jr.
Robert P. Peleman
Russell Shelton
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1998, the Company had no compensation committee interlocks.
EXECUTIVE COMPENSATION TABLE
The table below shows the compensation paid to David A. McKinnon, Chief
Executive Officer and President, for the period from January 28, 1998
(inception) to December 31, 1998. No other executive officers had total
compensation in excess of $100,000 during 1998.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
---------------------
FISCAL SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS(#) COMPENSATION(3)
--------------------------- ------ ------ ----- ----- --------------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
David A. McKinnon.............. 1998 $11,538 -- -- 6,667 --
President and Chief Executive
Officer
</TABLE>
OPTIONS GRANTED DURING 1998
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS GRANTED APPRECIATION FOR
NUMBER OF SECURITIES TO OPTION TERM
UNDERLYING OPTION EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR PRICE(2)(3) DATE 5% 10%
---- -------------------- --------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
David A. McKinnon..... 6,667 45% $15.00 5/18/08 $55,136 $135,801
</TABLE>
OPTION EXERCISES AND 1998 YEAR-END VALUES
None
TRANSACTIONS WITH MANAGEMENT
During 1998, MCB utilized the legal services of David A. McKinnon, P.C., an
entity affiliated with David A. McKinnon. Total fees paid to Mr. McKinnon were
approximately $81,000. Additionally, MCB purchased office furniture and
equipment from Mr. McKinnon for $6,000.
During 1998, organizers made interest free loans of $387,500 to MCB in
order to pay organizational and other pre-opening expenses. All of these loans
were repaid during 1998 from the proceeds of the initial public offering.
9
<PAGE> 12
OTHER INFORMATION
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the executive
officers, directors and persons who own more than 10% of the Company's stock to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. The regulations of the Securities and Exchange Commission
require MCB to identify anyone who filed a required report late during 1998.
Based solely on review of reports furnished to MCB and written representations
that no other reports were required during 1998, all Section 16(a) filing
requirements were met.
SHAREHOLDER PROPOSALS
Shareholders of MCB that want to present a proposal to be considered at the
2000 Annual Meeting should send the proposal to Kimberly Schauer, Secretary of
MCB at 43850 Schoenherr Road, Sterling Heights, MI 48313 by registered,
certified or express mail. Proposals must be received prior to December 31,
1999.
10
<PAGE> 13
MICHIGAN COMMUNITY BANCORP LIMITED
(LOCATED IN THE LAKESIDE COMMUNITY BANK OFFICE)
43850 SCHOENHERR ROAD
STERLING HEIGHTS, MI 48313
MAP
11
<PAGE> 14
R.S. Rowe & Company, Inc; Job No. 7827; Proof of 6-01-99
(781) 849-9700; (212) 926-2444: (800) 324-6202; FAX No. (781) 849-9740
E-MAIL Address: [email protected]
PM6\5th-3RD\michigan-prx
Admission Ticket
Michigan Community Bancorp Limited
Annual Meeting of Shareholders
Wednesday, July 21, 1999 at 9:00 AM
43850 Schoenherr Road
Sterling Heights, MI 48313
This ticket admits the named Shareholder(s) and one guest. Photocopies will
not be accepted. You may be asked for identification at the time of admission.
MICHIGAN COMMUNITY BANCORP LIMITED
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned stockholder of Michigan Community Bancorp Limited appoints
David A. McKinnon or Kimberly Schauer, or either of them, proxies for the
undersigned, with full power of substitution, to vote the common stock of the
Company which the undersigned would be entitled to vote as of the close of
business on June 7, 1999 at the Annual Meeting of Stockholders to be held on
Wednesday, July 21, 1999.
IF NO CONTRARY INSTRUCTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF MANAGEMENT'S SIX NOMINEES AS DIRECTORS.
[X] Please mark your votes as in this example.
1. Election of Directors:
FOR all nominees [ ] WITHHOLD AUTHORITY [ ]
(except as noted below) to vote for all nominees
Nominees: Paul "Bud" E. Baltzer, Frank D. Blowers, Anthony J. Ferlito, Robert
R. Peleman, Russell M. Shelton and J. William Summer
For, Except vote withheld from the following nominee(s):________________________
2. Ratify appointment of Plante & Moran LLP as independent auditors for fiscal
year 1999.
[ ] FOR [ } AGAINST [ ] ABSTAIN
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the Proxy Statement furnished therewith.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE)
<PAGE> 15
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<S><C>
Michigan Community Bancorp Limited
c/o Corporate Trust Services
Mail Drop 10AT66-4129
38 Fountain Square Plaza
Cincinnati, OH 45623
fold and detach here
- -----------------------------------------------------------------------------------------
PLEASE FILL IN DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
DATE
-------------------------- --------------
SIGNATURE
DATE
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SIGNATURE
Note: Please sign name exactly as your name
appears on the Stock Certificates. When
signing as attorney, executor, administrator,
trustee or guardian please give full title.
If more than one trustee, all should sign. All
joint owners must sign.
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