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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
[COMPANY NAME]
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(Name of Registrant as Specified in Its Charter)
[COMPANY NAME]
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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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[ ] 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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(4) Date filed:
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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
APRIL 23, 1999
[COUNTY 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 23, 1999 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 2002: David H. Bush, O.D., Patrick A.
Cronin and James F. Harrington.
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 February 26, 1999
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 25, 1999
1
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
COUNTY BANK CORP
LAPEER, MICHIGAN
MARCH 25, 1999
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 23, 1999 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 February 26, 1999 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 1,200,000 shares authorized
and 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 42,492 shares of common stock
7784 E. Shore Road
Traverse City, Michigan 49686 7.16%
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 David H. Bush, O.D.,
Patrick A. Cronin and James F. Harrington, 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 2002, 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) 2-26-99 OUTSTANDING
- ------------ ------------------- ----------- ------- -----------
<S> <C> <C> <C> <C>
David H. Bush, O.D. Doctor of Optometry 1987 22,528 3.80
1099 Pinetree
Lapeer, MI 48446
Age: 48
Patrick A. Cronin Agent 1993 1,114 .19
286 W. Coulter Road State Farm Insurance
Lapeer, MI 48446
Age: 45
James F. Harrington President 1998 3,038 .51
3151 Oakwood Road H & H Tool, Inc.
Oxford, MI 48370-1015 An automotive parts
Age: 57 manufacturer
</TABLE>
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
CLASS I (TERM EXPIRES 2001)
<S> <C> <C> <C> <C>
Curt Carter President & CEO 1979 3,654 .62
390 Myers Road County Bank Corp and
Lapeer, MI 48446 Lapeer County Bank &
Age: 55 Trust Co.
Ernest W. Lefever, DPM Doctor of Podiatry 1996 200 .04
2016 Lakeview Drive
Lapeer, MI 48446
Age: 52
Charles E. Schiedegger President and Chief 1991 5,213 .88
2848 Galway Bay Drive Operating Officer
Metamora, MI 48455 Metamora Products
Age: 58 Corporation
CLASS III (TERM EXPIRES 2000)
Michael H. Blazo President 1987 10,006 1.69
1427 Tanglewood Kirk Construction Co.
Lapeer, MI 48446
Age: 51
Thomas K. Butterfield Partner
1597 Peppermill Road Taylor, Butterfield, Riseman, 1978 14,700 2.48
Lapeer, MI 48446 Clark, Howell & Churchill, P.C.
Age: 56 Attorneys at Law
Timothy Oesch President 1993 1,616 .27
1043 N. Madison Nolin, Oesch, Sieting
Lapeer, MI 48446 & Macksoud, P.C.
Age: 48 Certified Public Accountants
</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 62,399 shares or 10.52% of the
total outstanding shares of common stock of the Corporation as of February 26,
1999.
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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 1998.
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 1998. 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, Cronin 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 1998. The compensation
committee consists of Messrs. Butterfield, Chairman; Bush, LaClair, Cronin 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 1998. The
nominating committee consists of Messrs. Butterfield, LaClair, Blazo 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
1998.
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 $150 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.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL ALL
COMPENSATION: OTHER
NAME YEAR SALARY BONUS COMPENSATION
- ---- ---- ------ ----- ------------
<S> <C> <C> <C> <C> <C>
Curt Carter 1998 $ 146,960 $ 15,000 $ 31,913 (1)
President, Chief 1997 140,491 16,500 31,201 (2)
Executive Officer 1996 112,908 13,000 24,403 (3)
</TABLE>
(1) Includes a $25,514 contribution to the Bank's profit sharing plan, $6,000
received from the Bank as director's fees and a $399 matching employer
contribution to a 401(k) plan.
(2) Includes a $24,513 contribution to the Bank's profit sharing plan, $6,000
received from the Bank as director's fees and a $688 matching employer
contribution to a 401(k) plan.
(3) 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.
<TABLE>
<S> <C> <C> <C> <C>
Patrick Brown 1998 $ 92,256 $ 10,200 $ 16,956 (4)
Senior Vice 1997 91,589 11,000 16,768 (5)
President 1996 84,835 10,000 14,661 (6)
</TABLE>
(4) Includes a $14,936 contribution to the Bank's profit sharing plan, $1,500
received from the Bank as Board meeting fees and a $520 matching employer
contribution to a 401(k) plan.
(5) Includes a $14,728 contribution to the Bank's profit sharing plan, $1,500
received from the Bank as Board meeting fees and a $540 matching employer
contribution to a 401(k) plan.
(6) Includes a $12,841 contribution to the Bank's profit sharing plan, $1,300
received from the Bank as Board meeting fees and a $520 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 1998. All loans
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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, 1998, loans approximating $4,075,000, which is
equal to 18.3% of stockholders' equity, were outstanding to directors, officers
and their associated companies.
During 1998 the Bank paid legal fees in the amount of $31,785 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 1999.
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 1998
Annual Report of the Corporation.
No fees were paid to Plante & Moran, LLP for non audit services during 1998. 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.
Attention: Mr. Joseph Black, Treasurer
County Bank Corp, PO Box 250, Lapeer, MI 48446-0250
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 27, 1999. Proposals should be sent by certified mail, return receipt
requested to Laird A. Kellie, Secretary, County Bank Corp, 83 W. Nepessing
Street, PO Box 250, Lapeer, Michigan 48446.
Curt Carter
President and
Chief Executive Officer
<PAGE> 9
COUNTY BANK CORP
PRESIDENT'S MESSAGE
TO OUR STOCKHOLDERS AND FRIENDS
County Bank Corp had another outstanding year. Net income was a record
$3,220,000, up slightly over the prior year. Although outstanding loans
decreased over $3 million, our net interest income increased. The drop in loans
was caused by the sale of $9.9 million of low-interest rate, residential
mortgages in the secondary market and the unexpected, early payoff of two large
loans totaling nearly $4 million. Aside from that, we experienced loan growth of
$10.3 million. Return on average assets was again higher than peer at 1.70% and
return on average stockholders' equity was 14.8%. Assets grew almost $10 million
to a new high of $197 million while deposits had a similar increase to $173
million.
The competition for loans remains extremely challenging for both collateral and
rates. We have remained diligent relative to credit quality of new loans,
however we did have net loan chargeoffs of $196,000, including one large loan.
Due to the sale of loans and the growth of deposits, the loan to deposit ratio
dropped to just under 70%. Our loan loss reserve is strong at 1.57% of total
loans and delinquencies and non-accrual loans remain manageable.
Our capital position continues to be strong, notwithstanding our stellar
dividend payment of $5.79 per share or $3,434,000. The normal dividend was $1.79
versus $1.70 in the previous year. We again exceeded all regulatory requirements
for capital ratios. Earnings per share was $5.43, up from $5.33 in 1997. The
book value of your stock was $37.63 at year end with a current market price of
$71.
During 1998, a number of good things happened. Bill O'Connor joined the Bank in
April as a Commercial Loan Officer, bringing banking experience from Kentucky,
Indiana and Michigan to the Bank. With several years of trust experience at a
major regional bank, Terri Cranick became Assistant Trust Officer in June. She
expects to develop an increasing amount of trust business. During the summer
Beth Henderson was promoted to Mortgage Loan Officer to assist with the growing
demand for residential mortgages. Beth was previously a Consumer Loan Officer.
Also, Debra Coe was named Elba Branch Manager during the fourth quarter. The new
trust, mortgage and collection offices were completed in the Main Office. Two
driveup lanes and an ATM were added to the Elba Office and a second ATM was
installed at the Southgate Office. Remodeling of the Elba Office was planned for
completion in early 1999 and work was started on the new Imlay City Office on
M-53. That facility will have three driveup lanes and a driveup ATM. In
December, 14 of our staff were honored with service awards representing 150
years of service. They are pictured elsewhere in this report and are typical of
the fine group of officers and employees we currently have on board. Pat Murray
retired at year end following 39 years of service. She worked much of those
years in Bookkeeping and later was promoted to Trust Clerk where she spent the
past 23 years. We'll miss her!
The addition of Jim Harrington to the Board of Directors during 1998 brought
even more expertise to the Corporation. Jim is the President of H & H Tool,
Inc., a long time manufacturing company located in Lapeer. He and his wife, Mary
Ann, have resided in the area for more than 30 years. While we welcome Jim, we
are truly saddened to see Ed LaClair reach our mandatory retirement age. Ed
served the Bank and the Corporation as a director for 18 years, helping to guide
it through some of the more difficult times and leading it through its most
successful times during the '90s. His enthusiasm, drive and dedication to Lapeer
County Bank & Trust Co. has always been appreciated and will certainly be
missed.
As we look forward with our own enthusiasm to 1999, we anticipate another strong
year. On the way to that end, during the first quarter we will be completing our
testing relative to the Year 2000 on our major software systems.
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<TABLE>
<S><C>
COUNTY BANK CORP.
PROXY FOR 1999 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 February 26, 1999 at the Annual Meeting of Stockholders of County Bank
Corp, Lapeer, Michigan, to be held at 3:00 p.m., Friday, April 23, 1999 at Edward's of Lapeer, 325 E. Genesee St., Lapeer, Michigan.
1. To elect the following nominees to the Board of Directors:
Class II Directors (Term expires 2002): David H. Bush, O.D. Patrick A. Cronin James F. Harrington
FOR ( ) WITHHOLD ( ) AGAINST ( )
(NOTE: Withhold authority to vote for a nominee by placing his name on the line below;)
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2. To transact such other business an may properly come before the meeting or any adjournment thereof:
This proxy confers authority to vote "FOR" each proposition listed above unless "AGAINST," or "WITHHOLD" 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.
</TABLE>
