TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 11, 1995
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of
Tri City Bankshares Corporation will be held at Tri City National
Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on
Tuesday, April 11, 1995 at 9:30 a.m., for the following purposes:
(1) To elect fourteen members of the Board of Directors to serve
for the ensuing year; and
(2) To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Holders of common stock of record at the close of business on March
15, 1995, will be entitled to notice of, and to vote at, the Annual
Meeting, or at any adjournment thereof.
All shareholders are cordially invited to attend and participate in
the Annual Meeting in person. Those who do not expect to attend
the Annual Meeting are urged to sign and return the enclosed proxy.
Your proxy will not be used if you subsequently decide to attend
the Annual Meeting and desire to vote your shares in person, or if
you revoke your proxy by any other lawful means.
By Order of the Board of Directors,
/S/ Henry Karbiner, Jr.
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
March 20, 1995
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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
____________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Tri City
Bankshares Corporation (the "Corporation") to be voted at the
Annual Meeting of Shareholders to be held at Tri City National
Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, April 11,
1995, at 9:30 a.m., for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. The solicitation is made
by the mailing of this Statement with its enclosures. No other
solicitation is contemplated, however, if it is necessary to assure
adequate attendance at the Annual Meeting, the Corporation's Board
of Directors may, if it deems it advisable, make a further
solicitation by mail, telephone, telegraph, and/or personal
interview for proxies. Such solicitation will be made by the
officers of the Corporation and will be limited in extent. The
total expense of the solicitation, including reimbursement of
banks, brokerage firms, custodians, nominees, and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to
the beneficial owners of the Corporation's stock, will be borne by
the Corporation. The approximate date on which this Proxy
Statement and accompanying proxy card are first being mailed to
shareholders is March 20, 1995.
Shareholders are asked to complete, sign, and return the enclosed
proxy. The proxy may be revoked by you at any time before it is
voted at the Annual Meeting. Prior to the Annual Meeting, this may
be done by execution of a later-dated proxy or by written
revocation sent to the Secretary of the Corporation, Mr. Henry
Karbiner, Jr., at the office of the Corporation, 6400 South 27th
Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may
also be revoked at the Annual Meeting by oral or written request to
the Secretary of the Corporation.
Only shareholders of record at the close of business on March 15,
1995, will be entitled to vote at the meeting. There were
2,460,896 shares of the common stock of the Corporation outstanding
on that date, each share being entitled to one vote.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following information is based upon information provided to the
Corporation by the persons named below and sets forth, as of
January 25, 1995, with respect to its $1.00 par value common stock
(being its only outstanding class of equity security) (a) persons
known by the Corporation to own beneficially, directly or
indirectly, more than 5% of the Corporation's outstanding common
stock; (b) shares owned by directors and nominees for director; and
(c) shares owned by all directors and officers of the Corporation
as a group.
<PAGE>
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership (1) Class (2)
Frank Bauer 25,044 Shares (3) 1.019%
Sanford Fedderly 72,360 Shares (4) 2.944%
Richard Fitzgerald 5,680 Shares (5) .231%
William Gravitter 206,137 Shares (6) 8.388%
Henry Karbiner, Jr. 65,613 Shares (7) 2.670%
Christ Krantz 57,347 Shares (8) 2.334%
Rudie L. Lauterbach 15,024 Shares .611%
William P. McGovern 12,000 Shares (9) .488%
Ronald K. Puetz 8,278 Shares (10) .337%
John M. Rupcich 8,073 Shares (11) .328%
David A. Ulrich 894,346 Shares (12) 36.393%
Marilyn T. Ulrich-Graves 41,250 Shares (13) 1.679%
William J. Werry 34,412 Shares (14) 1.400%
Scott A. Wilson 7,814 Shares (15) .318%
All Directors and Officers1,457,179 Shares 59.295%
as a group (17 persons)
_____________________
(1) Nature of beneficial ownership is direct unless otherwise
indicated by footnote, and beneficial ownership, as shown in
the foregoing table, arises from sole voting and investment
power, except as otherwise indicated by footnote.
(2) Percentages are based upon the 2,457,489 shares issued and
outstanding as of January 25, 1995.
(3) Includes 2,500 shares registered in the name of Mr. Bauer and
his wife, as joint tenants, and 880 shares registered in the
name of Mrs. Bauer.
<PAGE>
(4) Includes 35,180 shares registered in the name of Mrs. Roberta
C. Fedderly 1991 Revocable Trust, 35,115 shares registered to
the Sanford Fedderly 1991 Revocable Trust, and 2,000 shares
held in a self-directed individual retirement account ("IRA")
for the benefit of Mr. Fedderly.
(5) Includes 1,453 shares registered in the name of Mr. Fitzgerald
and his wife, as to which Mr. Fitzgerald has shared voting and
investment power, and 4,185 shares held in a self-directed IRA
for the benefit of Mr. Fitzgerald.
(6) Includes 3,850 shares registered in the name of Mrs.
Gravitter.
(7) Includes 5,345 shares registered in the name of Mrs. Karbiner,
and 10,500 shares and 275 shares held in self-directed IRAs
for the benefit of Mr. Karbiner and Mrs. Karbiner,
respectively.
(8) Includes 25,344 shares registered in the name of Mr. Krantz
and his wife as joint tenants, as to which Mr. Krantz has
shared voting and investment power.
(9) Includes 2,880 shares registered in the name of Mr. McGovern
and his wife as joint tenants, as to which Mr. McGovern has
shared voting and investment power.
(10) Includes 785 shares registered in the name of Mrs. Puetz and
1,911 shares held in a self-directed IRA for the benefit of
Mr. Puetz.
(11) Includes 3,518 shares registered in the name of Mr. Rupcich
and his wife as joint tenants, as to which Mr. Rupcich has
shared voting and investment power.
(12) Includes 107,341 shares registered in the name of Mrs. Ulrich
in which Mr. Ulrich disclaims beneficial ownership. Also
includes 19,212 shares registered in the name of N.D.C. Inc.,
in which Mr. Ulrich is President and principal shareholder,
and 40,308 shares and 1,085 shares held in self-directed IRAs
for the benefit of Mr. Ulrich and Mrs. Ulrich, respectively.
(13) Includes 5,542 shares registered in the name of Marilyn
Ulrich-Graves, custodian for Robert F. Graves, Jr., the minor
son of Ms. Ulrich-Graves.
(14) Includes 26,552 shares registered in the name of Mr. Werry and
his wife as joint tenants, as to which Mr. Werry has shared
voting and investment power. Also includes 2,340 shares
registered in the name of Mrs. Werry.
(15) Includes 3,949 shares registered in the name of Mr. Wilson and
his wife, as to which Mr. Wilson has shared voting and
investment power and 2,773 shares and 1,092 shares held in
self-directed IRAs for the benefit of Mr. Wilson and Mrs.
Wilson, respectively.
The Corporation knows of no contractual arrangements, including the
pledge of its securities, which might result in a change of control
of the Corporation.
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors proposes that the fourteen (14) nominees
named below be elected to serve as directors for the ensuing year
and until their successors are elected and qualified. Proxies
received by the Board of Directors will be voted FOR the election
of the following fourteen (14) persons, unless otherwise indicated,
but, if any such nominee is unable to serve, due to presently
unforeseen circumstances, proxies may be voted for another person
nominated by the Board of Directors. All of the persons nominated
as directors are currently directors of the Corporation and were
elected at the last annual meeting held April 12, 1994, for a one
year term which expires at the 1995 Annual Meeting. All of the
nominees have consented to serve if elected, and the Board of
Directors is not aware of any nominee who may be unable to serve as
a director. The directors and officers of the Corporation
beneficially own 1,457,179 shares or 59.295% of the Corporation's
outstanding common stock, accordingly election of the nominees is
assured.
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
Frank J. Bauer 1990 68 Director of the Corporation.
President of Frank Bauer
Construction Company, Inc. Director
of Tri City National Bank.
Sanford Fedderly 1980 60 Director of the Corporation.
Retired Registered Pharmacist.
Retired President of Tri City
Pharmacy, Inc., Oak Creek,
Wisconsin. Director of Tri City
National Bank.
Richard J. Fitzgerald 1990 50
Senior Vice President and Director of the
Corporation from 1990 to present. Senior
Vice President of the Corporation from
1989 to 1990. Executive Vice President
and Director of Tri City National Bank
from 1990 to present.
William Gravitter 1980 66 Director of the Corporation.
President of Hy-View Mobile Home
Park. Director of Tri City
National Bank.
Henry Karbiner, Jr. 1980 54 Executive Vice President, Secretary,
Treasurer and a Director of the
Corporation. President and Director of
Tri City National Bank from 1987 to
present. Consultant of Tri City National
Bank of Hales Corners from 1970 to 1990;
Tri City National Bank of West Allis from
1974 to 1990; Tri City National Bank of
Brown Deer from 1978 to 1990; Tri City
National Bank of Brookfield from 1985 to
1990; Tri City National Bank of Menomonee
Falls from 1987 to 1990.
<PAGE>
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
Christ Krantz 1980 70 Director of the Corporation.
President of Krantz Realty, Inc.,
which owns Days Inn, Wauwatosa,
Wisconsin. Vice President and
Secretary of KRK, Inc., which owns
Ramada Airport Motel, Milwaukee,
Wisconsin. Partner in Veterans
Linen Supply Company. Director of
Tri City National Bank.
Rudie L. Lauterbach 1980 79 Director of the Corporation. Semi-retired,
Independent Accountant, Elm Grove,
Wisconsin. Director of Tri City National
Bank.
John M. Rupcich 1993 49 Director of the Corporation.
President and Director of N.D.C.,
Inc. Executive Vice President,
Treasurer and Director of Mega
Marts, Inc. Director of Tri City
National Bank.
William P. McGovern 1980 79 Director of the Corporation. Semi-retired
Attorney-at-Law, Milwaukee, Wisconsin,
served as legal counsel to certain of the
Tri City National Banks from 1968 to
present. Director of Tri City National
Bank.
Ronald K. Puetz 1988 46 Senior Vice President and Director
of the Corporation from 1990 to
present. Vice President and
Director of the Corporation from
1988 to 1990. Executive Vice
President and Director of Tri City
National Bank from 1990 to present.
Senior Vice President, Cashier and
Director of Tri City National Bank
from 1987 to 1990.
David A. Ulrich 1980 68 President, Chief Executive Officer,
Chairman of the Board and Director
of the Corporation. Chairman of
the Board, Chief Executive Officer
and Director of Tri City National
Bank from 1968 to Present; Tri City
National Bank of Hales Corners from
1970 to 1990; Tri City National
Bank of West Allis from 1974 to
1990; Tri City National Bank of
Brown Deer from 1978 to 1990; Tri
City National Bank of Brookfield
from 1985 to 1990; Tri City
National Bank of Menomonee Falls
from 1987 to 1990.
<PAGE>
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
Marilyn T. Ulrich-Graves1990 38 Vice President and Director of the
Corporation. Assistant Vice President of
the Corporation from 1989 to 1990. Vice
President of Tri City National Bank from
1990 to present.
William J. Werry 1980 68 Director of the Corporation.
Retired Unit President of Tri City
National Bank from 1990 to 1992.
Director of Tri City National Bank
from 1990 to present. President
and Director of Tri City National
Bank of Hales Corners from 1987 to
1990.
Scott A. Wilson 1990 48 Senior Vice President and Director
of the Corporation. Executive Vice
President and Director of Tri City
National Bank from 1990 to present.
President and Director of Tri City
National Bank of West Allis from
1987 to 1990.
There is a family relationship between David A. Ulrich and two of
the nominees for directorship. Mr. Bauer is Mr. Ulrich's brother-
in-law and Ms. Ulrich-Graves is Mr. Ulrich's daughter.
The Corporation's Board of Directors has standing Audit and
Executive Committees. The Executive Committee is composed of
Messrs. Ulrich, Karbiner, Gravitter, Fedderly and Krantz. The
Executive Committee's purpose is to exercise the powers of the full
Board between regular meetings of the Board. During 1994, the
Executive Committee held four meetings. The Audit Committee is
composed of Messrs. Lauterbach, Fedderly, Krantz, and McGovern and
its function is (a) to review the results of audits of the
Corporation and its subsidiaries performed by the Corporation's
internal auditors, (b) to meet with, and review the results of
audits of the Corporation and its subsidiaries performed by the
Corporation's independent public accountants, and (c) to recommend
the selection of independent public accountants. The Audit
Committee held three meetings during 1994. The Board of Directors
has not appointed a nominating committee, and the review of
recommendations for, and the selection of, nominees to Board
membership is handled by the Board serving as a committee of the
whole. If shareholders were to recommend nominees for directors,
the full Board would consider such persons. Shareholders are
entitled to nominate persons from the floor at the Annual Meeting,
but it is intended that the proxies solicited with the Proxy
Statement will be voted for the slate of the fourteen persons
listed in the table above as nominees to the Board of Directors.
The Board of Directors does not have a compensation committee.
The Board of Directors held nine meetings during 1994. All
directors, except Marilyn Ulrich-Graves, William Gravitter, Richard
Fitzgerald and Christ Krantz, attended 75% or more of the meetings
of the Board and the committees on which they served during 1994.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the
Corporation and its subsidiaries to each of the most highly
compensated executive officers of the Corporation whose cash
compensation exceeded $100,000 during the fiscal year ended
December 31, 1994.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and All Other
Principal Position<PAGE>
Year Salary($) Bonus($) Compensation($)(1)
David A. Ulrich 1994 281,633 54,780 7,500
President and Chief 1993 249,000 49,800 0
Executive Officer 1992 235,108 22,640 0
Henry Karbiner, Jr. 1994 201,047 39,540 7,500
Executive Vice- 1993 179,700 35,940 0
President, Secretary 1992 172,696 16,630 0
and Treasurer
Richard J. Fitzgerald 1994 92,694 18,154 5,517
Senior Vice President 1993 84,800 16,960 0
1992 83,326 8,000 0
Ronald K. Puetz 1994 97,586 18,988 5,818
Senior Vice 1993 84,800 16,960 0
President 1992 83,326 8,000 0
Scott A. Wilson 1994 95,160 18,496 5,671
Senior Vice 1993 84,800 16,960 0
President 1992 83,326 8,000 0
(1) All other compensation represents the Corporation's matching
contribution to the employee's 401(k) plan which began April 1,
1994.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Executive Compensation, including that of the C.E.O., consists
primarily of salary and cash bonus. The C.E.O.'s compensation is
determined in the same manner as the other executives.
The bonus portion of Executive Compensation is based entirely on
the bank's return on assets. If the return on assets for the
twelve month period ending in November is less than the minimum
amount of one percent (1%) NO CASH BONUSES ARE PAID. If the return
on assets exceeds the minimum, the bonus is computed as a
<PAGE>
percentage of salary based on a formula such that as the return on
assets increases the bonus percentage goes up at an increasing
rate. The same bonus percentage is applied to all officers of the
bank.
Except for the bonus, there is no specific relationship between
corporate performance and executive salaries and benefits.
Executive Compensation is determined by the President and Executive
Vice President considering the following factors without assigning
any relative weight or importance to any factor:
1. Current Compensation
2. Cost of Living
3. Salaries Paid to Executives at Other Banks
4. Performance of the Bank During the Prior Year
5. Prospects of Future Growth and Performance
6. The Individual Performance of the Executive
Stock price is not a factor in determining executive salaries or
bonuses.
The salaries determined by the President and Executive Vice
President are submitted to the full Board of Directors for
approval. After reviewing the recommendations the Board members
have an opportunity to discuss any factors they deem relevant -
there is no agenda or specific list of factors to be discussed.
The recommendations of the President and Executive Vice President
are usually approved by the Board without adjustment.
The company continues to follow its long standing policy of not
providing its executives with many of the non-cash perquisites
given to executives of similar companies. Executives receive no
stock rights, options, warrants or stock appreciation rights. The
company does not provide memberships for its executives in country
clubs or other social clubs. Also, executives receive no special
retirement benefits or deferred compensation - they participate in
the same retirement plan provided to non-executive employees of the
company.
By the Board of Directors
Frank Bauer Sanford Fedderly Richard
Fitzgerald
William Gravitter Henry Karbiner, Jr. Christ Krantz
Rudie L. Lauterbach William P. McGovern Ronald K. Puetz
John M. Rupcich David A. Ulrich Marilyn T.
Ulrich-Graves
William J. Werry Scott A. Wilson
<PAGE>
STOCK PERFORMANCE GRAPH
The following graphs show the cumulative stockholder return on
the Corporation's common stock over the last five fiscal years and
ten fiscal years compared to the returns of the Standard & Poor's
500 Stock Index and Major Regional Bank Index compiled by Standard
& Poor's and consisting of 20 regional banks assuming that $100 is
invested on December 31, 1989 and December 31, 1984 respectively,
with dividends reinvested.
TRI CITY FIVE YEAR STOCK PERFORMANCE
PERIOD (FISCAL MAJOR TRI CITY
YEAR COVERED) S & P 500 REGIONAL BANKS BANKSHARES
1989 100.00 100.00 100.00
1990 96.90 71.33 108.45
1991 126.43 127.60 113.87
1992 136.06 162.49 121.88
1993 149.77 172.27 140.82
1994 151.75 163.05 161.41
TRI CITY TEN YEAR STOCK PERFORMANCE
PERIOD (FISCAL MAJOR TRI CITY
YEAR COVERED) S & P 500 REGIONAL BANKS BANKSHARES
1984 100.00 100.00 100.00
1985 131.64 120.28 124.32
1986 156.07 123.73 197.61
1987 164.03 99.89 267.46
1988 191.28 126.16 307.10
1989 251.89 154.08 344.41
1990 244.09 109.90 373.51
1991 318.46 196.61 392.19
1992 342.72 250.36 419.76
1993 377.27 265.43 484.99
1994 382.25 251.23 555.90
<PAGE>
DIRECTORS' FEES
The directors of the Corporation, who do not also serve as officers
of Tri City Bankshares Corporation, receive $300 for each board
meeting attended.
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or
directors. However, in the ordinary course of business, the
Corporation's banking subsidiary made loans during 1994 to officers
and directors of the Corporation, and to business firms in which
officers and directors of the Corporation are officers, partners,
or in which they have a substantial interest. The loans made by
the Corporation's banking subsidiary were made to the Corporation's
officers and directors and certain of the companies with which they
are associated in the ordinary course of business on substantially
the same terms, including interest rates and collateral, as those
prevailing at the time for comparable loans to unaffiliated persons
or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
David A. Ulrich, an officer and director of the Corporation, is the
principal shareholder in a corporation that owns buildings occupied
by the Corporation's central office (the "Central Office") in Oak
Creek, a Tri City National Bank branch office located in Milwaukee,
and five Tri City National Bank branch offices located in Pick
N'Save food stores in Brookfield, Milwaukee, Oak Creek and West
Allis. The Central Office building lease has a twenty-year term,
through 1996, with two, five-year renewal options. The branches
located in local food stores have lease terms of five years,
through December 1999, with three five-year renewal options. The
annual rental for 1994 paid in connection with all of the
aforementioned leases was $243,070, subject to adjustment as a
result of increases in the consumer price index. Pursuant to the
Central Office lease only, the Bank is also obligated to pay
property taxes, insurance, and maintenance costs associated with
the building.
OTHER BUSINESS
The Board of Directors knows of no other business which may come
before the Annual Meeting. In the event that any other business
not known or determined at this time does come before the Meeting,
it is intended that the persons named in the proxy shall vote in
accordance with their best judgment.
VOTING OF PROXIES
Proxies received by the Board of Directors will be voted in
accordance with the specifications indicated by the shareholder and
unless authority to vote upon the election of the directors, or as
to individual nominees, is withheld, the proxies will be voted FOR
all of the nominees listed in the Proxy Statement. Nominees
receiving the largest number of affirmative votes cast will be
elected as directors up to the maximum number of directors to be
chosen at the election. Any shares not voted affirmatively, whether
by abstention or broker nonvote, will generally have no impact on
the election of directors.
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
As of the date of this Proxy Statement, the Audit Committee and the
Board of Directors has selected the independent accounting firm of
Ernst & Young to serve as its auditors for the year ending December
31, 1995. Ernst & Young has served as the Corporation's
accountants for the past twelve years. The services provided by
Ernst & Young since January 1, 1994 consisted of assisting in the
preparation of financial statements, and audit reports with respect
thereto, for the Corporation and its subsidiaries, and providing
assistance in the preparation of periodic reports filed with the
Securities and Exchange Commission. Representatives of said firm
are expected to be present at the Annual Shareholders' Meeting and
will have the opportunity to make a statement if they choose to do
so and will be available to respond to appropriate questions.
SHAREHOLDERS' PROPOSALS
Proposals by shareholders sought to be included in the
Corporation's proxy statement for its 1996 Annual Meeting of
Shareholders must be received by the Corporation no later than
November 15, 1995.
PENDING LEGAL PROCEEDINGS
No director or executive officer is an adverse party or has an
interest adverse to the Corporation or any of its subsidiaries in
any material pending legal proceedings.
SECTION 16(a) REPORTING DELINQUENCIES
The Corporation believes that during 1994 its officers and
directors complied with all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934.
<PAGE>
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH WAS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31,
1994 MAY BE OBTAINED WITHOUT CHARGE BY ANY PERSON WHO WAS A
BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS OF THE MARCH 15,
1995 RECORD DATE BY WRITTEN REQUEST TO HENRY KARBINER, JR.,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK,
WISCONSIN 53154, (414) 761-1610.
By Order of the Board of Directors
/S/ Henry Karbiner, Jr.
Henry Karbiner, Jr., Secretary
Oak Creek, Wisconsin
March 20, 1995
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE,
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE 1995 ANNUAL MEETING IN
PERSON ARE REQUESTED TO COMPLETE, SIGN, AND RETURN THE PROXY AS
SOON AS POSSIBLE.
