<PAGE> 1
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
IBT BANCORP, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
IBT BANCORP, INC.
- -------------------------------------------------------------------------------
(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(if)(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:
- --------------------------------------------------------------------------------
(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):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(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.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
IBT BANCORP, INC.
200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 23, 1996
Notice is hereby given that the Annual Meeting of Shareholders of IBT Bancorp,
Inc. will be held on Tuesday, April 23, 1996 at 7:00 p.m. Eastern Standard
Time, at The Embers Restaurant, 1217 South Mission, Mount Pleasant, Michigan.
The meeting is for the purpose of considering and acting upon the following:
1. The election of four directors.
2. Such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
The Board of Directors has fixed March 31, 1996 as the record date for
determination of shareholders entitled to notice of, and to vote at, the
meeting or any adjournments thereof.
Your vote is important. Even if you plan to attend the meeting, please date
and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon, and return it promptly in the enclosed envelope.
Note that if stock is held in more than one name, all parties should sign the
proxy form.
By order of the Board of Directors
Mary Ann Breuer, Secretary
Dated: April 2, 1996
<PAGE> 3
IBT BANCORP, INC.
200 EAST BROADWAY
MOUNT PLEASANT, MICHIGAN 48858
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of IBT Bancorp, Inc. (the Corporation) a
Michigan bank holding company, to be voted at the Annual Meeting of
Shareholders of the Corporation to be held on Tuesday, April 23, 1996 at 7:00
p.m. at The Embers Restaurant located at 1217 South Mission, Mount Pleasant,
Michigan, or at any adjournment or adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders and in this
Proxy Statement.
This Proxy Statement has been mailed on April 2, 1996 to all holders of record
of common stock as of the record date.
VOTING AT THE MEETING
The Board of Directors of the Corporation has fixed the close of business on
March 31, 1996 as the record date for the determination of shareholders
entitled to notice of, and to vote at, the Annual Meeting of Shareholders and
any adjournment thereof. The Corporation has only one class of common stock
and no preferred stock. There are currently 773,916 shares of common stock of
the Corporation outstanding. Each outstanding share entitles the holder
thereof to one vote on each separate matter presented for vote at the meeting.
If the enclosed proxy is executed and returned, it may be revoked at any time
before it is exercised at the meeting. All shareholders are encouraged to date
and sign the enclosed proxy form, indicate your choice with respect to the
matters to be voted upon, and return it to the Corporation.
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, with the directors in
each class being elected for a term of three years and until successors are
duly elected and qualified. At the Annual Meeting of Shareholders, directors
will be elected for terms ending with the annual meeting of shareholders in
1999.
Except as otherwise specified in the proxy, proxies will be voted for election
of the four nominees named below. If a nominee becomes unable or unwilling to
serve, proxies will be voted for such other person, if any, as shall be
designated by the Board of Directors. However, the Corporation's management
now knows of no reason to anticipate that this will occur. Directors are
elected by a plurality of the votes cast, whether in person or by proxy,
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by holders of the Corporation's common stock at the Annual Meeting of
Shareholders, provided a quorum (a majority of the shares entitled to be voted
at the Annual Meeting of Shareholders) is present or represented. Thus, the
four nominees for election as directors who receive the greatest number of
votes cast will be elected directors. Consequently, shares not voted, whether
by withholding of authority or otherwise, have no effect on the election of
directors. Nevertheless, if a proxy is returned for such shares or they are
represented in person at the Annual Meeting of Shareholders, they will be
counted toward the establishment of a quorum.
Nominees for reelection and other current directors are listed below. Also
shown for each nominee and each other current director is his principal
occupation for the last five or more years, age and length of service as a
director of the Corporation and the Bank.
DIRECTOR NOMINEES
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ---------------------------------- --- ------------- ---------------
<S> <C> <C> <C>
Gerald D. Cassel 61 1988 1980
Certified Public Accountant
Ronald E. Schumacher 58 1988 1984
Partner, A. Schumacher Sons (Farm)
Robert O. Smith 64 1988 1982
Vice President, Isabella Bank
and Trust (Retired)
John E. Weisenburger 69 1988 1973
Chairman, Isabella Bank and
Trust; Chairman, The General
Agency Company
</TABLE>
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<PAGE> 5
DIRECTORS NOT STANDING FOR ELECTION WHOSE TERMS END IN 1997
<TABLE>
<CAPTION>
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ---------------------------------- --- ------------- ---------------
<S> <C> <C> <C>
James Bigard 66 1988 1983
Vice President, James Bigard
Drilling Company
Frederick L. Bradford 61 1988 1974
Dentist
James C. Fabiano 52 1988 1979
President and CEO, Fabiano
Brothers Inc. (Beverage Distributor)
Dean Walldorff 62 1988 1982
Owner, Watercare Systems
</TABLE>
DIRECTORS NOT STANDING FOR ELECTION WHOSE TERMS END IN 1998
<TABLE>
<CAPTION>
DIRECTOR OF DIRECTOR OF
NAME AND PRINCIPAL OCCUPATION CORPORATION ISABELLA BANK
OR EMPLOYMENT AGE SINCE AND TRUST SINCE
- ---------------------------------- --- ------------- ---------------
<S> <C> <C> <C>
David W. Hole 58 1989 1989
President and CEO,
IBT Bancorp and Isabella
Bank and Trust
L. A. Johns 67 1988 1961
Chairman, IBT Bancorp
</TABLE>
Each of the directors has been engaged in their stated occupations for more
than five years except L. A. Johns, who retired as President and CEO of the
Corporation as of December 31, 1993. The principal occupation of David W. Hole
is with the subsidiary bank (the Bank) of the Corporation. All officers of the
Corporation serve at the pleasure of the Board of Directors.
DIRECTORS
The Corporation has delegated the responsibilities of the Audit and
Compensation Committees to the Bank.
The Audit Committee of the Bank met five times during 1995. The Committee is
comprised of Directors Cassel, McFarlane, Schumacher, Smith, and Walldorff.
This
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Committee is responsible for the recommendation of an independent accounting
firm to be engaged for external audits, reviewing with the external auditors
the plan and results of the external audit, the establishment and supervision
of internal auditing procedures, reviewing the degree of independence of the
auditors and reviewing the adequacy of internal controls.
The Compensation Committee of the Bank met five times during 1995. The
Committee is comprised of Directors Bradford, Caul, Fabiano, Schumacher and
Weisenburger. This Committee is responsible for reviewing the Bank's salaries
and benefits, recommending the annual salaries to be paid to all officers, and
reviewing the written personnel policies.
The Board of Directors of the Corporation met seven times during 1995. All
incumbent directors attended 75% or more of the meetings held in 1995.
EXECUTIVE COMPENSATION
The following table sets forth the annual cash compensation and other annual
compensation for the Corporation's President and CEO. There were no other
executive officers of the Corporation whose annual cash compensation exceeded
$100,000 for the period indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Other Annual
Name and Principal Position Year Salary Compensation (1)
- --------------------------- ---- ------ ------------
<S> <C> <C> <C>
David W. Hole, President and CEO(2) 1995 $110,000 $ 9,515
of IBT Bancorp and 1994 $100,000 10,182
Isabella Bank and Trust
</TABLE>
(1) The amount shown represents contributions by the Bank under the Bank's
Employee Stock Ownership Plan, in which substantially all employees
of the Bank participate, and expenses related to a nonqualified
supplemental retirement plan.
(2) Not a named executive officer prior to 1994.
THE DEFINED BENEFIT PENSION PLAN
The Corporation sponsors a defined benefit pension plan. This plan was
originally adopted in 1973 and was substantially revised in 1989. Only
employees over the age of 21 and who have worked more than 1000 hours in the
current plan year participate.
Annual contributions are made to the plan as required by accepted actuarial
principles, applicable federal tax law, and expenses of operating and
maintaining the plan. The amount of contributions on behalf of any one
participant cannot be separately or individually computed.
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Pension plan benefits are based on an average of a participant's five highest
years of compensation. A participant may earn a benefit for up to 35 years of
accredited service. Earned benefits are 100 percent vested after five years of
service. Benefit payments normally start when a participant reaches age 65. A
participant with more than five years of service may elect to take early
retirement benefits anytime after reaching age 55. Benefits payable under
early retirement are reduced actuarially for each month prior to age 65 in
which benefits begin.
The following table indicates estimated annual benefits payable upon normal
retirement for various compensation levels and years of service. Additional
benefits may be earned due to integration of social security benefits. The
amounts that may be earned are undeterminable until retirement.
<TABLE>
<CAPTION>
Five Year
Average Years of Accredited Service
of Highest
Compensation 5 15 25 35
------------ --------- ---------- --------- ---------
<S> <C> <C> <C> <C>
$20,000 $ 900 $ 2,700 $ 4,500 $ 6,300
50,000 2,250 6,750 11,250 15,750
75,000 3,375 10,125 16,875 23,625
100,000 4,500 13,500 22,500 31,500
125,000 5,625 16,875 28,125 39,375
150,000 6,750 20,250 33,750 47,750
200,000 7,875 23,625 39,375 56,125
</TABLE>
The amounts calculated under the plan's benefit formula assume a monthly
payment for life. A married participant will generally receive an actuarially
reduced monthly payment because the participant's surviving spouse will also
receive monthly payments for life after the participant's death. As of
December 31, 1995, David W. Hole had 36 years of credited service under the
plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for the establishment and
administration of all significant compensation programs, including those
covering executive officers. All employees of the Corporation are also
employees of the Corporation's subsidiary, Isabella Bank and Trust (the
"Bank"). The Corporation has delegated the responsibilities of the
Compensation Committee to the Bank. The Compensation Committee of the Bank is
comprised of five outside directors. The directors were Bradford, Caul,
Fabiano, Schumacher, and Weisenburger. Following review and approval by the
Compensation Committee, all issues pertaining to officer and executive
compensation are submitted to the full Board of Directors of the Bank for
approval.
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<PAGE> 8
The Committee's approach to determining the annual salary of executive officers
is to offer competitive salaries in comparison with market practices. The
committee utilizes regional and national compensation surveys which provide
salary ranges for banks of similar size. Based on these surveys, the Bank
establishes salary ranges for all job classifications. Factors used to decide
where an executive officer salary should be within the established range
include the Corporation's historical financial performance, financial
performance outlook, years of service, and job performance. David W. Hole was
appointed President and CEO on January 1, 1994. The salary paid to Mr. Hole in
1994 and 1995 was in the bottom 25th percentile of the comparison group. The
Committee's primary consideration in where Mr. Hole's salary fit within the
defined range was his years of service as President and CEO.
Respectfully submitted.
John E. Weisenburger, Chairman
Sandra L. Caul
James C. Fabiano
Frederick L. Bradford
Ronald E. Schumacher
REMUNERATION OF DIRECTORS
The Corporation paid a $150 retainer fee per quarter to its directors during
1995. Directors of the Bank are paid $275 per board meeting and $150 per
committee meeting they attend. Directors who are officers of the Bank are not
paid for attendance at committee meetings.
The Bank sponsors a deferred compensation plan for directors (the Directors'
Plan). The Directors' Plan was adopted in 1984 and was substantially revised
in 1989. In December 1995, the Corporation's Board of Directors voted to
completely amend and restate the Directors' Plan effective January 1, 1996.
Under the restated Directors' Plan, deferred directors' fees are converted on a
quarterly basis into stock units of the Corporation's common stock. The fees
are converted based on the purchase price for a share of the Corporation's
common stock under the Corporation's Dividend Reinvestment Plan.
Pursuant to the terms of the Directors' Plan, directors of the Bank are
required to defer at least 25% of their earned board and committee fees.
Amounts deferred of $703,000 under the old Directors' Plan were converted into
16,541 stock units as of January 1, 1996. Stock units credited to a
participant's account are eligible for cash and stock dividends as payable.
All amounts deferred are unsecured claims against the Bank's general assets.
The net cost of this benefit to the Bank was $45,090 in 1995.
Distribution from the Directors' Plan occurs when the participant terminates
service with the Bank and/or attains age 65. Distributions may take the form
of shares of Corporation common stock equal to the number of stock units
credited to the participant's account, cash equal to the value of the stock
units on the date of distribution, or a combination of stock
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<PAGE> 9
and cash. Any Corporation common stock issued under the Directors' Plan will
be considered restricted stock under the Securities Act of 1933, as amended.
INDEBTEDNESS OF AND TRANSACTIONS WITH MANAGEMENT
Certain directors and officers of the Corporation and members of their families
were loan customers of the Bank, or have been directors or officers of
corporations, or members of partnerships which have had transactions with the
Bank. In management's opinion, all such transactions are made in the ordinary
course of business and are essentially on the same terms, including collateral
and interest rates, as those prevailing at the same time for similar
transactions with other customers. These transactions do not involve more than
a normal credit risk. Total loans to these customers were $5,550,000 as of
December 31, 1995.
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder return on
Corporation Common Stock to the Standard & Poor's 500 Stock Index and the KBW
50 Index over a five year period ended December 31, 1995. The Standard &
Poor's 500 Stock Index is a broad equity market index published by Standard &
Poor's. The KBW 50 Index is a market capitalization weighted bank stock index
published by Keefe, Bruyette & Woods, Inc., an investment banking firm which
specializes in the banking industry. The KBW 50 Index is composed of 50 money
center and regional bank holding companies, including 8 of the 16 regional bank
holding companies in the peer group used by Corporation for compensation
purposes. The graph assumes the value of an investment in the Corporation and
each index was $100 at January 1, 1991 and all dividends are reinvested.
Comparison of Five Year Cumulative
Among IBT Bancorp, S&P 500 Index
and KBW 50 Index
<TABLE>
<CAPTION>
S&P 500 KBW 50
Year IBT Bancorp Index Index
<S> <C> <C> <C>
01/01/91 100.00 100.00 100.00
12/31/91 106.91 130.48 158.28
12/31/92 129.40 140.40 201.68
12/31/93 149.38 154.56 212.86
12/31/94 174.43 156.60 202.00
12/31/95 198.33 215.45 323.53
</TABLE>
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<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 15, 1996 as to the
common stock of the Corporation owned of record or beneficially by any person
who is known to the Corporation to be the beneficial owner of more than 5% of
the common stock of the Corporation.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
----------------------------------
Sole Voting Shared Voting Percentage of
Name and address of and Investment and Investment Common Stock
Beneficial Owner Powers Powers Outstanding
- ------------------------------ ----------------- ---------------- ----------------
<S> <C> <C>
Isabella Bank and Trust 48,940 6.32%
Agent for Trustees of IBT
Bancorp Employees Stock
Ownership Plan
200 E. Broadway
Mt. Pleasant, MI
James J. McGuirk 41,402 5.35%
P.O. Box 222
Mt. Pleasant, MI
</TABLE>
The following table sets forth certain information as of March 15, 1996 as to
the common stock of the Corporation owned beneficially by each director and by
all directors and executive officers of the Corporation as a group.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Ownership
-------------------------------------------
Sole Voting Shared Voting Percentage of
Name and address of and Investment and Investment Common Stock
Owner Powers Powers Outstanding
- ----------------------- ---------------- ----------------- ---------------
<S> <C> <C> <C>
James Bigard 1,236 0.16%
Frederick L. Bradford 2,572 12,969 2.00%
Gerald D. Cassel* 1,458 0.19%
James C. Fabiano 22,948 2.97%
David W. Hole* 2,829 0.37%
L. A. Johns 4,377 2,520 0.89%
Ronald Schumacher 6,534 0.84%
Robert O. Smith 925 2,577 0.45%
Dean Walldorff 3,154 0.41%
John E. Weisenburger 1,978 0.26%
All Directors and Executive
Officers as a Group 35,494 33,749 8.95%
</TABLE>
*Trustees of the ESOP who vote ESOP stock.
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<PAGE> 11
AS TO OTHER BUSINESS WHICH MAY COME BEFORE THE MEETING
Management of the Corporation does not intend to bring any other business
before the meeting for action. However, if any other business should be
presented for action, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their judgment on such business.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
During 1995, Andrews, Hooper & Pavlik, PLC, performed audit and audit related
services for the Corporation. The Audit Committee of the subsidiary bank will
be reviewing the appointment of auditors for 1996 and making a recommendation
to the Board of Directors.
A representative of Andrews, Hooper & Pavlik, PLC, is expected to be present at
the Annual Meeting of Shareholders to respond to appropriate questions from
shareholders and to make any comments they believe appropriate.
SHAREHOLDER PROPOSALS
Any proposals which shareholders of the Corporation intend to present at the
next annual meeting of the Corporation must be received before December 6, 1996
for inclusion in the Corporation's proxy statement and proxy form for that
meeting.
OTHER MATTERS
The cost of soliciting proxies will be borne by the Corporation. In addition
to solicitation by mail, officers and other employees of the Corporation may
solicit proxies by telephone or in person, without compensation other than
their regular compensation.
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
directors and certain officers and persons who own more than ten percent of the
Corporation's common stock, to file with the SEC initial reports of ownership
and reports of changes in ownership of the Corporation's common stock. These
officers, directors, and greater than ten percent shareholders are required by
SEC regulation to furnish the Corporation with copies of these reports.
To the Corporation's knowledge, based solely on review of the copies of such
reports furnished to the Corporation, during the fiscal year ended December 31,
1995 all Section 16(a) filing requirements were satisfied, with respect to the
applicable officers, directors, and greater than 10 percent beneficial owners.
By order of the Board of Director
Mary Ann Breuer, Secretary
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IBT BANCORP PROXY
200 East Broadway
Mt. Pleasant, MI 48858
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James R. Bigard, Frederick L. Bradford and Dean
Walldorff as Proxies, each with the power to appoint his/her substitute, and
hereby authorizes them to represent and to vote as designated below, all the
shares of Common Stock of IBT Bancorp held of record by the undersigned on
March 31, 1996 at the annual meeting of shareholders to be held April 23, 1996
or any adjournments thereof.
1) ELECTION OF DIRECTORS:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY TO VOTE
EXCEPT AS MARKED TO THE FOR ALL NOMINEES LISTED / /
CONTRARY BELOW / /
(INSTRUCTION: To withhold authority to vote for any individual
nominee, circle the nominee's name in the list below.)
Gerald D. Cassel
Ronald E. Schumacher
Robert O. Smith
John E. Weisenburger
<PAGE> 13
2) In their discretion, the Proxies are authorized to vote upon 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 TO ELECT BOTH NOMINEES.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:__________________________, 1996 _____________________________
Please mark, sign, date and return Signature
Proxy card promptly using the
enclosed envelope. _____________________________
Signature (if held jointly)
11
