SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 2)
TRI CITY BANKSHARES CORPORATION
(Name of Issuer)
Common Stock, $1.00 par value
(Title of Class of Securities )
895364107
(CUSIP NUMBER)
Thomas Vierthaler c/o Tri City Bankshares Corporation
6400 South 27th Street; Oak Creek, WI 53154 (414)
761-1610
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Not Applicable
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See
Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
Exhibit Index at Page _____
<PAGE>
1) Name of Reporting Person
David A. Ulrich
SS or IRS Identification Nos. of Above Person
Social Security Number ###-##-####
2) Check the Appropriate Box if a Member of Group *
(a) [ ]
(b) [ ]
Not Applicable
3) SEC Use Only
4) Source of Funds *
PF
5) Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
Not Applicable [ ]
6) Citizenship or Place of Organization
United States
Number of (7) Sole Voting Power 742,334
Shares
Beneficially Owned (8) Shared Voting Power 118,797
by Each Reporting
Person With (9) Sole Dispositive Power 742,334
(10) Shared Dispositive Power 363,603
11) Aggregate Amount Beneficially Owned by Each
Reporting Person
1,105,937
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
[ ]
13) Percent of Class Represented By Amount in Row (11)
44.2%
14) Type of Reporting Person *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security of Issuer
The securities to which this statement relates is
Common Stock, par value $1.00 per share (the "Shares"),
of Tri City Bankshares Corporation (the "Company"),
with its principal executive office at 6400 South 27th
Street, Oak Creek, WI 53154.
Item 2. Identity and Background
This statement is filed by Mr. David A. Ulrich
whose principal business address is 6400 South 27th
Street, Oak Creek, WI 53154. Mr. Ulrich's principal
occupation is as Chairman of the Board and President of
the Company, a bank holding company in Wisconsin. In
the past five years, Mr. Ulrich has not been convicted
in a criminal proceeding (excluding traffic violations
or similar misdemeanors) nor has he been a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws. Mr. Ulrich is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other
Consideration
On March 1, 1995, Mr. Ulrich and his spouse
entered into a Stockholders Agreement (the
"Stockholders Agreement") with certain family members
and related entities now covering an aggregate of
244,806 Shares. Mr. Ulrich may be deemed to have
shared dispositive power with respect to such Shares.
The Stockholders Agreement replaced certain Buy and
Sell Agreements described in Mr. Ulrich's original
filing on Schedule 13D.
Mr. Ulrich and his spouse have a right of first
refusal in connection with Shares subject to the
Stockholders Agreement. If, pursuant to the
Stockholders Agreement, Mr. Ulrich exercises his rights
to purchase Shares, the funds for said purchases will
come from Mr. Ulrich's personal assets.
Item 4. Purpose of Transaction
The Stockholders Agreement is intended to regulate
the sale or other disposition of certain Shares in
order to assure continuity of management by precluding
interference from third parties.
Mr. Ulrich may also, among other things, acquire
additional Shares (in open market or privately
negotiated transactions or otherwise) or dispose of
Shares on terms acceptable to Mr. Ulrich from time to
time. Mr. Ulrich reserves all rights with respect to
any future plans or proposals.
Item 5. Interest in Securities of the Issuer
Mr. Ulrich beneficially owns 1,105,937 Shares
representing 44.2% of the Company's outstanding Shares.
Of the 1,105,937 Shares beneficially owned by Mr.
Ulrich, he has sole power to vote 742,334 Shares,
shared power to vote or to direct the vote of 118,797
Shares, sole power to dispose of 742,334 Shares, and
shared power to dispose of 363,603 Shares.
Mr. Ulrich shares the power to vote and to dispose
of 118,797 Shares with his wife, Agatha T. Ulrich, who
holds these Shares in her own name. Mrs. Ulrich's
principal business address is 6400 South 27th Street,
Oak Creek, WI 53154. Mrs. Ulrich's principal
occupation is as a Director of NDC, Inc. whose address
is 6400 South 27th Street, Oak Creek WI 53154. In the
past five years, Mrs. Ulrich has not been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor has she been a party to a
civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with
respect to such laws. Mrs. Ulrich is a citizen of the
United States.
Mr. Ulrich has not engaged in any transactions
involving Shares of the Company within the past 60
days.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
The Stockholders Agreement provides that certain
family members of Mr. Ulrich and related entities must
offer Shares owed by them to Mr. Ulrich and his spouse
before the Shares can be transferred to third parties
(other than specified family members and trusts). In
connection with any proposed transfer, Mr. Ulrich and
his spouse have the first right to purchase any such
Shares at the lesser of the proposed sale price (in the
case of a proposed sale of the Shares) or the price
fixed by the Company's Board of Directors for purposes
of the Company's Dividend Reinvestment Plan (75% of
such amount in the case of a seizure or sale by legal
process or any transfer by operation of law). Shares
not purchased by Mr. Ulrich or his spouse are then
offered to specified family members and related
entities and/or permitted transferees. Purchasers
under the Stockholders Agreement have the option to
purchase the Shares in five equal annual installments,
with interest, with the first installment payable at
closing.
Item 7. Material to Be Filed as Exhibits
Exhibits
1. Stockholders Agreement dated March
1, 1995 (previously filed).
<PAGE>
Signatures
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and
correct.
Dated as of March 26, 1998.
/s/ David A. Ulrich
-----------------------
David A. Ulrich
