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 toss.240.14a-11(c) orss.240.14a-12
Tri City Bankshares 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):
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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>
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 14, 2000
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 Wednesday, June 14, 2000 at 9:30 a.m.,
for the following purposes:
(1) To elect fifteen members of the Board of Directors to serve until the
2001 Annual Meeting of Shareholders and until their successors are elected and
qualified; 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 April 21, 2000,
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/ Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 5, 2000
<PAGE>
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, on June 14,
2000, 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
Proxy 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 common stock, $1.00 par value (the
"Common 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 May 5, 2000.
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. Scott A. Wilson, at the office of the Corporation, 6400 South
27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may 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 April 21, 2000 (the
"Record Date") will be entitled to vote at the meeting. There were 2,549,679
shares of the Common Stock of the Corporation outstanding on that date, each
share being entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the Record Date is required for a quorum with
respect to the matters on which action is to be taken at the Annual Meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining a quorum.
<PAGE>
8
SECURITY 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 March 11, 2000, information
regarding the beneficial ownership of shares of Common Stock by (a) persons
known by the Corporation to own beneficially, directly or indirectly, more than
5% of the Corporation's Common Stock; (b) directors, nominees for director and
certain executive officers; and (c) all directors and officers of the
Corporation as a group. Except as otherwise indicated, the address of each
beneficial owner of more than 5% of the Common Stock listed below is 6400 South
27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature
Percent of
Name of Beneficial Owner Ownership (1) Class (2)
- ------------------------------ ------------------- ------
Frank J. Bauer 27,209 Shares (3) 1.069%
Sanford Fedderly 71,456 Shares (4) 2.809%
William Gravitter 206,137 Shares (5) 8.103%
Henry Karbiner, Jr 67,535 Shares (6) 2.655%
William L. Komisar 254 Shares *
Christ Krantz 67,294 Shares 2.645%
Rudie L. Lauterbach 15,024 Shares *
William P. McGovern 12,000 Shares *
Robert W. Orth 9,394 Shares (7) *
Ronald K. Puetz 11,198 Shares (8) *
John M. Rupcich 418,064 Shares (9) 16.433%
Agatha T. Ulrich 656,003 Shares (10) 25.785%
David A. Ulrich, Jr 47,612 Shares 1.871%
William J. Werry 34,412 Shares (11) 1.353%
Scott A. Wilson 11,166 Shares (12) *
All directors and officers 1,610,985 Shares 63.323%
as a group (18 persons)
- ---------------------------
* Less than 1%.
(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.
<PAGE>
(2) Percentages are based upon the 2,544,078 shares issued and outstanding
as of March 11, 2000.
(3) Includes 2,716 shares registered in the name of Mr. Bauer and his
wife, as joint tenants, as to which Mr. Bauer has shared voting and
investment power, and 956 shares registered in the name of Mrs. Bauer.
(4) Includes 35,395 shares registered in the name of Mrs. Roberta C.
Fedderly 1991 Revocable Trust, 33,996 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 3,850 shares registered in the name of Mrs. Gravitter.
(6) Includes 5,500 shares registered in the name of Mrs. Karbiner, and
12,203 shares and 332 shares held in self-directed IRAs for the
benefit of Mr. Karbiner and Mrs. Karbiner, respectively.
(7) Includes 1,412 shares in accounts for Mr. Orth's children for which he
is custodian.
(8) Includes 785 shares registered in the name of Mrs. Puetz and 2,220
shares held in a self-directed IRA for the benefit of Mr. Puetz.
(9) Includes 7,871 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. Also includes 404,684 shares held in the David A.
Ulrich living trust for which Mr. Rupcich exercises shared voting and
investment power as a trustee and as to which he disclaims beneficial
ownership.
(10) Includes 123,335 shares held in the estate of Mr. Ulrich, which the
Trustees have granted Mrs. Ulrich voting power. Also includes 8,526
shares registered in the name of N.D.C., Inc. of which Mrs. Ulrich is
a principal shareholder, and 42,106 shares held in a self directed IRA
for the benefit of Mrs. Ulrich. Includes 210,315 shares held under
Stockholders' Agreements with members of Mrs. Ulrich's family.
(11) 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.
(12) Includes 6,704 shares registered in the name of Mr. Wilson and his
wife, as to which Mr. Wilson has shared voting and investment power,
and 3,156 shares and 1,306 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 fifteen- (15) 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 fifteen (15) 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. Directors are elected by a plurality of the votes cast
by holders of the Corporation's Common Stock entitled to vote at a meeting at
which a quorum is present. In other words, the fifteen directors who receive the
largest number of votes will be elected as directors. Any shares not voted,
whether by withheld authority, broker non-vote or otherwise, will have no effect
in the election of directors except to the extent that the failure to vote for
an individual results in another individual receiving a lager number of votes.
Any votes attempted to be cast "against" a candidate are not given legal effect
and are not counted as votes in an election of directors. All of the persons
nominated as directors are currently directors of the Corporation and, except
for Mrs. Ulrich and Mr. Komisar, were elected at the last annual meeting held on
June 9, 1999, for a one year term which expires at the 2000 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 a majority of the
Corporation's outstanding Common Stock. Accordingly, assuming that all directors
and executive officers vote for the nominees listed below, election of such
nominees is assured.
<TABLE>
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
---- ------- --- ----------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C>
Frank J. Bauer 1990 73 Director of the Corporation. President of Frank Bauer Construction
Company, Inc. Director of Tri City National Bank.
Sanford Fedderly 1980 65 Director of the Corporation. Retired Registered Pharmacist. Retired
President of Tri City Pharmacy, Inc., Oak Creek, Wisconsin. Director of
Tri City National Bank.
William Gravitter 1980 71 Director of the Corporation. President of Hy-View Mobile Home Park.
Director of Tri City National Bank.
Henry Karbiner, Jr. 1980 59 President, Chief Executive Officer and Chairman of the Board of the
Corporation since October 14, 1998. Treasurer and a Director of the
Corporation. Executive Vice President and Secretary of the Corporation
from January 5, 1989 to October 14, 1998. Chairman of the Board,
President and Chief Executive Officer of Tri City National Bank since
October 14, 1998.
William L. Komisar 1999 47 Director of the Corporation. Partner-Komisar, Brady & Co., LLP, CPAs,
from 1981 to present.
Christ Krantz 1980 75 Director of the Corporation. President of Krantz Realty, Inc. 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 84 Director of the Corporation. Semi-retired, Independent Accountant, Elm
Grove, Wisconsin. Director of Tri City National Bank.
William P. McGovern 1980 84 Director of the Corporation. Semi-retired Attorney-at-Law, Milwaukee,
Wisconsin.
Robert W. Orth 1996 53 Senior Vice President and a Director of the Corporation since 1996.
Executive Vice President of Tri City National Bank since 1996. Senior Vice
President of Bank One, Milwaukee, NA from 1979 to 1996.
Ronald K. Puetz 1988 51 Senior Vice President and a Director of the Corporation. Executive Vice
President and Director of Tri City National Bank.
John M. Rupcich 1993 54 Director of the Corporation. President and a Director of N.D.C., Inc.
Executive Vice President, Treasurer and a Director of Mega Marts, Inc.
Director of Tri City National Bank.
Agatha T. Ulrich 1999 71 Director of the Corporation. Director of N.D.C., Inc.
David A. Ulrich, Jr. 1997 39 Director of the Corporation since 1997. Vice President and a Director of
Mega Marts, Inc. and Vice President and a Director of N.D.C., Inc.
Responsible for property management and construction projects of said
corporations.
William J. Werry 1980 73 Director of the Corporation. Retired Unit President of Tri City National
Bank. Director of Tri City National Bank.
Scott A. Wilson 1990 53 Secretary of the Corporation since October 14, 1998. Senior Vice President
and a Director of the Corporation. Executive Vice President and a Director
of Tri City National Bank.
There is a family relationship between three of the nominees for directorship. Mr. Bauer is Mr. Ulrich's uncle and Mrs. Ulrich's
brother.
</TABLE>
<PAGE>
The Corporation's Board of Directors has standing Audit and Executive
Committees. The Executive Committee is composed of Messrs. Fedderly, Gravitter,
Karbiner, Krantz and Puetz. The Executive Committee's purpose is to exercise the
powers of the full Board between regular meetings of the Board. During 1999, the
Executive Committee held four meetings. The Audit Committee is composed of
Messrs. Fedderly, Krantz, Lauterbach, McGovern and Werry 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 1999. 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 fifteen 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 four meetings during 1999. All incumbent directors
attended 75% or more of the meetings of the Board and the committees on which
they served during 1999, except for Mr. Gravitter who attended 25% of those
meetings and Mr. Lauterbach who attended 50% of those meetings.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the Corporation and
its subsidiaries during the fiscal years ended December 31, 1999, 1998 and 1997
to each of the most highly compensated executive officers of the Corporation
whose total annual cash compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation
------------------------ All Other
Principal Position Year Salary ($) Bonus ($) Compensation($)(1)
- ------------------ ---- ---------- ---------- ------------------
Henry Karbiner, Jr 1999 $ 307,376 $ 54,232 $ 8,121
President and Chief 1998 280,176 60,258 8,091
Executive Officer 1997 257,959 53,235 8,000
Robert W. Orth, 1999 157,369 28,000 8,121
Senior Vice 1998 143,391 30,778 8,085
President 1997 134,994 27,720 4,465
Ronald K. Puetz, 1999 158,106 27,981 8,121
Senior Vice 1998 144,114 30,756 8,091
President 1997 132,808 27,195 7,482
Scott A. Wilson, 1999 143,925 25,169 7,991
Senior Vice 1998 131,484 27,632 7,330
President and Secretary 1997 123,138 24,885 6,922
- ------------
(1) All other compensation represents the Corporation's matching contribution to
the employee's 401(k) plan.
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
Corporation'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 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 Corporation.
Except for the bonus, there is no specific relationship between corporate
performance and executive salaries and benefits. In 1999, executive compensation
was determined by the President of the Corporation 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; and
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 were submitted to the full Board of
Directors for approval. After reviewing the recommendations, the Board members
had an opportunity to discuss any factors they deemed relevant - there was no
agenda or specific list of factors to be discussed. The recommendations of the
President were approved by the Board without adjustment.
The Corporation 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 Corporation 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 Corporation.
By the Board of Directors
Frank J. Bauer Christ Krantz John M. Rupcich
Sanford Fedderly Rudie L. Lauterbach Agatha T. Ulrich
William Gravitter William McGovern David A. Ulrich, Jr.
Henry Karbiner, Jr. Robert W. Orth William J. Werry
William L. Komisar Ronald K. Puetz Scott A. Wilson
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows the cumulative stockholder return on the Corporation's
Common Stock over the last five 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, 1993 with dividends reinvested.
TRI CITY FIVE-YEAR STOCK PERFORMANCE
MAJOR
PERIOD REGIONAL TRI CITY
(FISCAL YEAR COVERED) S & P 500 BANKS BANKSHARES
- --------------------- ------- -------- ----------
1994 100.00 100.00 100.00
1995 137.58 157.46 114.41
1996 169.17 215.15 130.62
1997 225.60 323.53 150.01
1998 290.08 357.46 171.76
1999 351.11 306.70 196.32
<PAGE>
DIRECTORS' FEES
In 1999, the directors of the Corporation, who were not also officers of the
Corporation, received $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 1999 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.
Mrs. Agatha T. Ulrich and Mr. David A. Ulrich, Jr. directors of the Corporation,
are principal shareholders 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 eleven Tri City National
Bank branch offices located in Pick N'Save food stores in Brookfield,
Greenfield, Milwaukee, Oak Creek and West Allis. The Central Office building
lease has a five-year term, through 2000, with one five-year renewal option. The
branches located in local food stores have lease terms of three to five years,
through December 2000, with three five-year renewal options. The annual rental
for 1999 paid in connection with all of the aforementioned leases was $392,108,
subject to adjustment as a result of increases in the consumer price index.
Pursuant to the Central Office lease only, the Corporation 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 properly 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 have not yet selected an independent auditor for the 2000 year-end
audit. The Committee and the Board are currently considering either hiring the
Corporation's current independent auditor, Ernst & Young, or soliciting bids
from several independent auditors, including Ernst & Young. A decision has not
been made as of the date of this Proxy Statement. Ernst & Young have served as
the Corporation's accountants for the past seventeen years. The services
provided by Ernst & Young since January 1, 1999 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 2000 Annual Meeting of Shareholders must be received by the
Corporation no later than January 5, 2001.
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) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers and directors to file reports with the Securities and Exchange
Commission disclosing their ownership, and changes in their ownership of stock
in the Corporation. Copies of these reports must also be furnished to the
Corporation. Based solely on a review of these copies, the Corporation believes
that during 1999, its officers and directors complied with all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934.
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, 1999 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 21, 2000 RECORD DATE BY WRITTEN REQUEST TO SCOTT A. WILSON,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK, WISCONSIN
53154, (414) 761-1610.
By Order of the Board of Directors
/s/Scott A. Wilson
- ------------------
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 5, 2000
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE 2000 ANNUAL MEETING IN PERSON ARE REQUESTED TO
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE.
<PAGE>
PROXY Tri City Bankshares Corporation PROXY
Annual Meeting-June 14, 2000
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints William Gravitter and Henry Karbiner,
Jr. and each of them, with full power to act without the others and with full
power in each to appoint his substitute or substitutes, as his proxy to vote all
of the shares which the undersigned may be entitled to vote at the Annual
Meeting of the Shareholders of Tri City Bankshares Corporation, a Wisconsin
corporation, to be held at Tri City National Bank, 6400 South 27th Street, Oak
Creek, Wisconsin 53154, on Wednesday, June 14, 2000 at 9:30 A.M., and at any
adjournment or adjournments of said meeting, on the following matters:
1. Election of Directors :
For all nominees listed below |_| WITHHOLD AUTHORITY to vote |_|
(or their substitutes if any for all nominees listed below
nominees shall be unable to
stand for election)
ABSTAIN From Vote |_|
FRANK BAUER, SANFORD FEDDERLY, WILLIAM GRAVITTER, HENRY KARBINER, JR.,
WILLIAM L. KOMISAR, CHRIST KRANTZ, RUDIE L. LAUTERBACH, WILLIAM P. MCGOVERN,
ROBERT W. ORTH, RONALD K. PUETZ, JOHN M. RUPCICH, AGATHA T. ULRICH, DAVID A.
ULRICH, JR., WILLIAM J. WERRY, SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
(Over)
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR item 1.
2. In their discretion on 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 STOCKHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Date ------------------------------, 2000
Please sign exactly as name appears
hereon. For joint accounts, all
tenants should sign. Executors,
Administrators, Trustees, etc.,
should so indicate when signing.
