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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 [ ]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the Com-
mission 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
COUNTY BANK CORP.
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(Name of Registrant as Specified in Its Charter)
COUNTY BANK CORP.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
[COUNTY BANK CORP LOGO]
<PAGE> 3
COUNTY BANK CORP
83 WEST NEPESSING STREET
LAPEER, MICHIGAN 48446
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO THE STOCKHOLDERS OF COUNTY BANK CORP
Notice is hereby given that the Annual Meeting of Stockholders of County Bank
Corp (the Corporation) will be held at Edward's of Lapeer, 325 E. Genesee
Street, Lapeer, Michigan on Thursday, April 18, 1996 at 3:00 p.m. for the
following purposes:
1. To elect the following three (3) directors to comprise Class II of
the Board of Directors, to serve a three (3) year term to expire at the
Annual Meeting of Stockholders in 1999: Dr. David H. Bush, Mr. Patrick
A. Cronin and Mr. A. Edward LaClair.
2. To amend Article III of the Corporation's Articles of Incorporation
to increase the total number of authorized common shares, $5 par value,
from 600,000 to 1,200,000.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Only those stockholders of record at the close of business March 15, 1996 shall
be entitled to notice of and to vote at said meeting or any adjournment
thereof.
You are cordially invited to attend the meeting in person. However, if you are
unable to be present, please execute and return promptly the enclosed proxy
which is solicited by the Board of Directors. The proxy is revocable and will
not affect your right to vote in person if you attend the meeting. If you are
unable to attend the meeting but desire to revoke your proxy, please contact
Laird Kellie, Secretary of the Corporation, prior to the date of the meeting.
Immediately following the meeting, wine and hors d'oeuvres will be served. I
welcome and encourage your attendance.
By Order of the Board of Directors
CURT CARTER
President and Chief Executive Officer
Dated March 20, 1996
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
COUNTY BANK CORP
LAPEER, MICHIGAN
MARCH 20, 1996
This Proxy Statement is furnished to the stockholders of County Bank Corp (the
Corporation) in connection with the solicitation, by the Board of Directors of
the Corporation, of proxies to be used in voting at the Annual Meeting of
Stockholders to be held on April 18, 1996 at 3:00 p.m., at Edward's of Lapeer,
325 E. Genesee Street, Lapeer, Michigan. Solicitation of proxies is being made
by mail or telephone by employees of the Corporation's subsidiary, Lapeer
County Bank & Trust Co. (the Bank), and all costs will be at the Bank's
expense.
Stockholders of record at the close of business on March 15, 1996 will be
entitled to vote. Each share is entitled to one vote on each matter to be
voted on at the meeting. On the record date, there were 593,236 shares of
common stock, $5.00 par value, outstanding and entitled to vote. This stock
constitutes the only voting securities of the Corporation. Beneficial
ownership in excess of five percent (5%) of the common stock, as of the record
date is as follows:
Richard E. Calvert 41,700 shares of common stock
P.O. Box 368
Perrinton, Michigan 48871 7.03%
ELECTION OF DIRECTORS
Pursuant to the terms of the Articles of Incorporation of the Corporation, the
Board of Directors is divided into three (3) classes, designated as Class I,
Class II and Class III, with each class consisting of approximately one-third
of the total number of directors as fixed from time to time by the Board of
Directors. The current number of members of the Board of Directors, as fixed
by the directors, is nine (9). The directors serve staggered three-year terms,
so that directors of only one class are elected at each Annual Meeting of
Stockholders. At the forthcoming annual meeting, the stockholders will be
asked to elect three (3) directors to serve in Class II of the Board of
Directors.
Nominees for election at the forthcoming Annual Meeting are Dr. David H. Bush,
Mr. Patrick A. Cronin and Mr. A. Edward LaClair, all of whom are present
directors of the Corporation. Nominations other than those made by or on
behalf of management must be made in accordance with Article III of the
Corporation's Bylaws requiring that advance notice and certain biographical
information regarding the proposed nominee be given to the Corporation. If
elected, the nominees will serve a three (3) year term, which shall expire at
the Annual Meeting of Stockholders in 1999, and until their successors are duly
elected and shall have qualified.
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The persons named in the enclosed form of proxy will vote the proxy in
accordance with the choice specified. If no choice is specified, it is the
intention of the persons named in the enclosed form of proxy to elect the three
nominees named below.
INFORMATION AS TO NOMINEES
The names of the nominees for election as directors in Class II, together with
specific information about the nominees, are as follows:
<TABLE>
<CAPTION>
COUNTY BANK
DIRECTOR CORP SHARES
PRINCIPAL SINCE OWNED
OCCUPATION FOR (INCLUDING BENEFICIALLY* % OF
NAME AND AGE PAST FIVE (5) YEARS SUBSIDIARY) 03-1-96 OUTSTANDING
- ---------------------- ------------------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Dr. David H. Bush Owner 1987 21,128 3.56
1099 Pinetree Lapeer County
Lapeer, MI 48446 Vision Centers
Age: 45
Patrick A. Cronin Agent 1993 312 .05
2312 Osprey State Farm Insurance
Lapeer, MI 48446
Age: 42
A. Edward LaClair President 1980 5,464 .92
711 Rolling Hills Lane Ross Automotive Supply
Lapeer, MI 48446 an automotive parts retailer
Age: 67
<CAPTION>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1996 ANNUAL MEETING
CLASS III (TERM EXPIRES 1997)
<S> <C> <C> <C> <C>
Michael H. Blazo Vice President 1987 10,006 1.69
1427 Tanglewood Kirk Construction Co.
Lapeer, MI 48446
Age: 48
Thomas K. Butterfield Partner, Taylor, 1978 14,700 2.48
1597 Peppermill Road Carter, Butterfield,
Lapeer, MI 48446 Riseman, Clark &
Age: 53 Howell, P.C.
Attorneys at Law
Timothy Oesch President, Nolin, 1993 966 .16
1043 N. Madison Oesch, Sieting &
Lapeer, MI 48446 Macksoud, P.C.
Age: 45 Certified Public
Accountants
<CAPTION>
CLASS I (TERM EXPIRES 1998)
Thomas G. Caley President 1962 13,278 2.24
3051 S. Lapeer Road Locustlawn Associates, P.C.
Metamora, MI 48455 an oil exploration company
Age: 67
Curt Carter President & CEO 1979 3,192 .54
390 Myers Road County Bank Corp and
Lapeer, MI 48446 Lapeer County Bank &
Age: 52 Trust Co.
Charles E. Schiedegger President and Chief 1991 2,590 .44
2848 Galway Bay Drive Operating Officer
Metamora, MI 48455 Metamora Products
Age: 55 Corporation
</TABLE>
*Included in the shares set forth in the table above are shares owned by
nominee or director, his wife, minor children, certain other family members,
controlled corporations or similar business enterprises, and shares over which
the nominee or director has full or share voting control and power of
disposition.
Executive Officers and Directors, as a group, own 72,186 shares or 12.17% of
the total outstanding shares of common stock of the Corporation as of March 1,
1996.
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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
As the bulk of the assets of County Bank Corp are held in the single
subsidiary, Lapeer County Bank & Trust Co., the Corporation utilizes the
committees of the Bank. The Board of Directors of County Bank Corp met six
times during 1995.
Lapeer County Bank & Trust Co. (the Bank) held fifteen meetings of its Board of
Directors, of which twelve were regularly scheduled meetings and three were
special meetings. No director of the Bank or the Corporation attended less
than 75% of the regularly scheduled and special meetings of the Corporation or
the Bank in 1995. Currently, members of the Board of Directors of the
Corporation also serve on the Board of Directors of the Bank, the Corporation's
wholly owned subsidiary.
The Bank currently has the following committees of its Board of Directors:
trust, loan and review, audit, compensation, insurance, investment, capital,
marketing and nominating. The audit committee consists of Messrs. LaClair,
Chairman; Schiedegger, Oesch and Blazo. Their function is to oversee the work
assigned to Plante & Moran, LLP, the Bank's external auditors and the internal
audit staff. The committee met five times during 1995. The compensation
committee consists of Messrs. Butterfield, Chairman; Bush, LaClair and Carter.
The function of this committee is to review salaries and benefits of the Bank's
officers and employees. The committee met two times during 1995. The
nominating committee consists of Messrs. Caley, Butterfield, LaClair and
Carter. The function of this committee is to review candidates for the Board
of Directors of the Corporation and the Bank. The committee did not meet
during 1995.
REMUNERATION OF DIRECTORS AND OFFICERS
The Corporation does not currently pay fees to its directors. The Bank pays
fees to each of its directors at the rate of $400 per board meeting.
Additionally, committee members are paid a fee of $100 for each committee
meeting attended.
The Corporation does not currently compensate any of its officers, and has no
employees. Its wholly owned subsidiary, Lapeer County Bank & Trust Co.,
separately compensates its officers, who include the same individuals as the
executive officers of the Corporation.
The following table summarizes compensation paid to the Chief Executive Officer
and the four most highly compensated executive officers other than the Chief
Executive Officer whose annual compensation exceeded $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL ALL
COMPENSATION: OTHER
NAME YEAR SALARY BONUS COMPENSATION
- ---- ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Curt Carter 1995 $99,104 $8,300 $18,6431
President, Chief 1994 94,014 0 15,6082
Executive Officer 1993 87,525 0 13,9683
</TABLE>
1 Includes a $13,961 contribution to the Bank's profit sharing plan, $4,500
received from the Bank as director's fees and a $182 matching employer
contribution to a 401(k) plan.
2 Includes a $10,626 contribution to the Bank's profit sharing plan, $4,800
received from the Bank as director's fees and a $182 matching employer
contribution to a 401(k) plan.
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3 Includes an $8,986 contribution to the Bank's profit sharing plan, $4,800
received from the Bank as director's fees and a $182 matching employer
contribution to a 401(k) plan.
PROPOSED AMENDMENT TO INCREASE
THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has approved and recommends to the stockholders an
amendment to the Articles of Incorporation of the Corporation increasing the
authorized common shares of the Corporation from 600,000 to 1,200,000 shares.
The Corporation was incorporated in 1987 with 600,000 shares. The Corporation
presently has 593,236 shares of its $5 par value common stock issued and
outstanding. While the Corporation has no present plan or intention to issue
additional shares, by increasing the authorized shares of the Corporation, your
management and Board of Directors will have greater flexibility in paying
future share dividends, negotiating further expansion opportunities and issuing
shares for other proper corporate purposes. The Board of Directors of the
Corporation recommends the adoption of this proposal. If approved, the
Corporation will have available for future issuance, 606,764 shares of its
common stock, without further action by stockholders, upon the authorization of
its Board of Directors.
Holders of common shares are entitled to dividends when, as and if declared by
the Corporation's Board of Directors out of funds legally available therefore.
Exclusive voting rights are vested in holders of the common shares, each share
being entitled to one vote.
The Corporation is a Michigan chartered corporation and is subject to the
provisions of the Michigan General Corporation Law, including certain
provisions regarding statutory provisions effecting the purchase of certain
levels of voting power of the Corporation. Further, Federal law requires
approval of the Board of Governors of the Federal Reserve System before any
person or company acquires control of a bank holding company such as the
Corporation.
In addition, the Corporation's Amended and Restated Articles of Incorporation
(the Articles) provide certain procedures which must be followed before the
Corporation may enter into a business combination with a related person. Such
transactions require the approval of 80% of the outstanding shares unless first
approved by the majority of the Board of Directors not affiliated with the
related person or certain other fair price requirements are met.
The availability of the authorized and unissued common shares of the
Corporation to be issued into friendly hands with the purpose of diluting a
potential acquiror's ownership of the Corporation may also be determined to
have an antitakeover effect. The Corporation also has a classified Board of
Directors which divides the Board into three classes with each Director elected
for a three year term every three years. The Corporation's Articles and Bylaws
currently contain no other provisions that were intended to be or could fairly
be considered as antitakeover in nature or effect. The Board of Directors has
no present intention to amend the Articles to add any antitakeover provisions,
nor are the above described provisions the result of management's knowledge of
any effort to obtain control of the Corporation by any means.
If the proposed amendment is approved Article III of the Corporation's Articles
of Incorporation would read as follows:
Article III
The total authorized capital stock of the Corporation is one million
two-hundred thousand (1,200,000) shares of common stock of Five Dollars ($5.00)
par value, all of one class with equal voting rights.
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TRANSACTIONS WITH DIRECTORS & OFFICERS
Some of the directors and officers of the Corporation and the companies with
which they are associated were customers of and had banking transactions with
the Bank in the ordinary course of the Bank's business during 1995. All loans
included in such transactions were made on the same terms and conditions as
those prevailing at the time for other borrowers, and in the opinion of the
management of the Bank, did not involve more than a normal risk of
collectibility. On December 31, 1995, loans approximating $2,436,000, which is
equal to 13.75% of stockholders' equity, were outstanding to directors,
officers and their associated companies.
During 1995 the Bank paid legal fees in the amount of $36,879 to the firm of
Taylor, Carter, Butterfield, Riseman, Clark & Howell, P.C., of which Mr.
Butterfield is a partner. The Bank expects to receive legal services from that
firm during 1996.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The financial statements of the Corporation were reported on by Plante & Moran,
LLP, a firm of independent public accountants. Their opinion appears in the
1995 Annual Report of the Corporation.
No fees were paid to Plante & Moran, LLP for non audit services during 1995. A
representative of Plante & Moran, LLP will be present at the Annual Meeting and
will be available to answer questions asked by the stockholders and will be
offered an opportunity to make a statement.
OTHER MATTERS
The Board of Directors knows of no other matters which are to be brought before
the Annual Meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons named in the enclosed form of proxy
to vote such proxy in accordance with their judgment on such matters.
Pursuant to the regulations of the Federal Reserve Bank, the Bank has prepared
an annual disclosure statement. If you would like to receive a copy, please
write the Bank and we will send you a copy at no charge.
Write: Lapeer County Bank & Trust Co.
P.O. Box 250
Lapeer, MI 48446
Attention: Mr. Joseph Black
STOCKHOLDER PROPOSALS
The deadline for stockholders to submit proposals to be considered for
inclusion in Management's proxy, for next year's Annual Meeting of
Stockholders, is December 26, 1996. Proposals should be sent by certified
mail, return receipt requested to Laird A. Kellie, Secretary, County Bank Corp,
83 W. Nepessing Street, P.O. Box 250, Lapeer, Michigan 48446.
Curt Carter
President and
Chief Executive Officer
6
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COUNTY BANK CORP
PROXY FOR 1996 ANNUAL MEETING
The undersigned stockholder of County Bank Corp hereby appoints Curt Carter
and/or Laird Kellie or _______________________________ as proxies with full
power of substitution to vote all of the capital stock of County Bank Corp,
Lapeer, Michigan, registered in the name of the undersigned at the close of
business on March 15, 1996 at the Annual Meeting of Stockholders of County Bank
Corp, Lapeer, Michigan, to be held at 3:00 p.m., Thursday, April 18, 1996 at
Edward's of Lapeer, 325 E. Genesee St., Lapeer, Michigan.
1. To elect the following nominees to the Board of Directors:
<TABLE>
<S> <C> <C> <C>
Class II Directors (Term expires 1999): David H. Bush Patrick A. Cronin A. Edward LaClair
</TABLE>
FOR ( ) WITHHOLD ( ) AGAINST ( )
(NOTE: Withhold authority to vote for a nominee by placing his name on the
line below:)
- -------------------------------------------------------
2. To amend Article III of the Corporation's Articles of Incorporation to
increase the total number of authorized common shares, $5 par value,
from 600,000 to 1,200,000.
FOR ( ) AGAINST ( ) ABSTAIN ( )
3. To transact such other business as may properly come before the meeting
or any adjournment thereof:
This proxy confers authority to vote "FOR" each proposition listed above unless
"AGAINST," "WITHHOLD" or "ABSTAIN" is indicated. If any other business is
presented at the meeting, this proxy shall be voted in accordance with the
judgment and recommendations of the Board of Directors. All shares represented
by properly executed proxies will be voted as directed.
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES AND THE AMENDMENT
TO ARTICLE III OF THE CORPORATION'S ARTICLES OF INCORPORATION. This proxy is
solicited on behalf of the Board of Directors and may be revoked prior to its
exercise by either written notice or personally at the meeting or by a
subsequently dated proxy.
<TABLE>
<S> <C>
DATED NUMBER OF SHARES
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Signature(s) of Stockholder(s)
(All joint owners must sign. When
signing as Attorney, Executor,
Administrator, Trustee, or Guardian,
please give full title.
If more than one Trustee, ALL should
sign.)
PLEASE SIGN AND RETURN
IMMEDIATELY IN THE ENCLOSED
ENVELOPE.
</TABLE>
