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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 [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
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] No fee required.
[ ] 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
[Country Bank Corp LOGO]
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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 Friday, April 25, 1997 at 3:00 p.m. for the
following purposes:
1. To elect the following three (3) directors to comprise Class III of the
Board of Directors, to serve a three (3) year term to expire at the
Annual Meeting of Stockholders in 2000: Michael H. Blazo, Thomas K.
Butterfield and Timothy Oesch.
2. 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 3, 1997 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 19, 1997
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
COUNTY BANK CORP
Lapeer, Michigan
March 19, 1997
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 25, 1997 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 3, 1997 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 42,242 shares of common stock
7784 East Shore Road
Traverse City, Michigan 49686 7.12%
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 III of the Board of
Directors.
Nominees for election at the forthcoming Annual Meeting are Michael H. Blazo,
Thomas K. Butterfield and Timothy Oesch, 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 2000, 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 III, 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 SIBSIDIARY) 03-3-97 OUTSTANDING
- ------------------ ------------------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Michael H. Blazo Vice President 1987 10,006 1.69
1427 Tanglewood Kirk Construction Co.
Lapeer, MI 48446
Age: 49
Thomas K. Butterfield Partner, Taylor, 1978 14,700 2.48
1597 Peppermill Road Butterfield, Riseman,
Lapeer, MI 48446 Clark, Howell &
Age: 54 Churchill, P.C.
Attorneys at Law
Timothy Oesch President, Nolin, 1993 1,316 .22
1043 N. Madison Oesch, Sieting &
Lapeer, MI 48446 Macksoud, P.C.
Age: 46 Certified Public
Accountants
</TABLE>
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INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1997 ANNUAL MEETING
CLASS I (TERM EXPIRES 1998)
<TABLE>
<S> <C> <C> <C> <C>
Curt Carter President & CEO 1979 3,290 .55
390 Myers Road County Bank Corp and
Lapeer, MI 48446 Lapeer County Bank &
Age: 53 Trust Co.
Dr. Ernest W. Lefever, DPM Doctor of Podiatry 1996 100 .02
2016 Lakeview Drive
Lapeer, MI 48446
Age: 50
Charles E. Schiedegger President and Chief 1991 4,143 .70
2848 Galway Bay Drive Operating Officer
Metamora, MI 48455 Metamora Products
Age: 56 Corporation
CLASS II (TERM EXPIRES 1999)
Dr. David H. Bush Owner 1987 22,028 3.71
1099 Pinetree Lapeer County
Lapeer, MI 48446 Vision Centers
Age: 46
Patrick A. Cronin Agent 1993 432 .07
286 West Coulter Road State Farm Insurance
Lapeer, MI 48446
Age: 43
A. Edward LaClair President 1980 5,854 .99
711 Rolling Hills Lane Ross Automotive Supply
Lapeer, MI 48446 an automotive parts
Age: 68 retailer
</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 61,896 shares or 10.43% of
the total outstanding shares of common stock of the Corporation as of March 3,
1997.
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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 four
times during 1996.
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 1996. 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 1996. 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 three times during 1996. The
nominating committee consists of Messrs. 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 met one time during 1996.
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.
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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 1996 $112,908 $ 13,000 $24,403(1)
President, Chief 1995 99,104 8,300 18,643(2)
Executive Officer 1994 94,014 0 15,608(3)
</TABLE>
(1) Includes a $18,221 contribution to the Bank's profit sharing plan, $6,000
received from the Bank as director's fees and a $182 matching employer
contribution to a 401(k) plan.
(2) 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.
(3) 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.
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 1996. 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, 1996, loans approximating $2,905,000, which is
equal to 14.6% of stockholders' equity, were outstanding to directors, officers
and their associated companies.
During 1996 the Bank paid legal fees in the amount of $34,782 to the firm of
Taylor, Butterfield, Riseman, Clark, Howell & Churchill, P.C., of which Mr.
Butterfield is a partner. The Bank expects to receive legal services from that
firm during 1997.
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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
1996 Annual Report of the Corporation.
No fees were paid to Plante & Moran, LLP for non audit services during 1996. 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, 1997. 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
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COUNTY BANK CORP
PROXY FOR 1997 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 3, 1997 at the Annual Meeting of Stockholders of County Bank
Corp, Lapeer, Michigan, to be held at 3:00 p.m., Friday, April 25, 1997 at
Edward's of Lapeer, 325 E. Genesee St., Lapeer, Michigan.
1. To elect the following nominees to the Board of Directors:
Class III Directors (Term expires 2000): Michael H. Blazo
Thomas K. Butterfield Timothy Oesch
FOR ( ) WITHHOLD ( ) AGAINST ( )
(NOTE: Withhold authority to vote for a nominee by placing his name on the
line below:)
______________________________________________________
2. 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. 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.
DATED_____________ NUMBER OF SHARES________ ________________________________
________________________________
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.
