EMCLAIRE FINANCIAL CORP.
EMLENTON, PENNSYLVANIA 16373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Shareholders of Emclaire
Financial Corp. (the "Corporation") will be held at 7:00 p.m., prevailing time,
on Monday May 10, 1999, at the Farmers National Bank Data Processing Center, 708
Main Street, Emlenton, Pennsylvania 16373, for the following purposes:
1. To elect three (3) Class B directors to serve for 3-year terms and until
their successors are duly elected and qualified;
2. To ratify the selection of S. R. Snodgrass, A.C., Certified Public
Accountants, of Wexford, Pennsylvania, as the independent auditors of the
Corporation for the fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business, at 5:00 p.m.,
on Monday, March 31, 1999, will be entitled to notice of and to vote at the
Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 1998, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured. The prompt
return of your signed proxy, regardless of the number of shares you hold, will
aid the Corporation in reducing the expense of additional proxy solicitation.
The giving of such proxy does not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors,
/s/ David L. Cox
-----------------------------------------
David L. Cox, President
April 12, 1999
<PAGE>
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 10, 1999
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation by the Board
of Directors of Emclaire Financial Corp. (the "Corporation"), a Pennsylvania
business corporation, of proxies to be voted at the Annual Meeting of
Shareholders of the Corporation ("Annual Meeting") to be held at the Farmers
National Bank Data Processing Center, 708 Main Street, Emlenton, Pennsylvania
16373, on Monday, May 10, 1999, at 7:00 p.m. prevailing time, or at any
adjournment or postponement of the Annual Meeting.
The main office of the Corporation is located at The Farmers National Bank
of Emlenton (the "Bank"), 612 Main Street, Emlenton, Pennsylvania 16373. The
telephone number for the Corporation is (724) 867-2311. All inquiries should be
directed to David L. Cox, President. This Proxy Statement and the enclosed form
of proxy (the "Proxy") are first being sent to shareholders of the Corporation
on April 6, 1999.
Solicitation
Shares represented by proxies on the accompanying Proxy, if properly signed
and returned, will be voted in accordance with the specifications made thereon
by the shareholders. Any Proxy not specifying to the contrary will be voted for
the election of the three (3) nominees for Class B Director named below and for
the approval of S. R. Snodgrass, A.C., Certified Public Accountants as the
independent auditors for the fiscal year ending December 31, 1999. Execution and
return of the enclosed Proxy will not affect a shareholder's right to attend the
Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting proxies will be
borne by the Corporation. In addition to the use of the mails, certain
directors, officers and employees of the Corporation intend to solicit proxies
personally, by telephone and by telefacsimile. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward proxy
solicitation material to the beneficial owners of stock held of record by these
persons, and, upon request therefor, the Corporation will reimburse them for
their reasonable forwarding expenses.
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time before it is
voted by: (1) delivering written notice of revocation to John J. Boczar,
Treasurer , Emclaire Financial Corp., 612 Main Street, Post Office Box D,
Emlenton, Pennsylvania 16373, telephone: (724) 867-2311; (2) executing a
later-dated Proxy and giving written notice thereof to the Secretary of the
Corporation or (3) voting in person after giving written notice to the Secretary
of the Corporation.
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Voting Securities and Quorum
At the close of business on March 31, 1999,(the "Voting Record Date") the
Corporation had outstanding 1,395,852 shares of common stock, $1.25 par value. A
majority of the outstanding shares in person or by proxy will constitute a
quorum at the Annual Meeting.
Only holders of common stock of record at the close of business on the
Voting Record Date, will be entitled to notice of and to vote at the Annual
Meeting. On all matters to come before the Annual Meeting, each share of common
stock is entitled to one (1) vote.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of independent auditors and all other matters that
may properly come before the Meeting, by checking the appropriate box, a
stockholder may: vote "FOR" the item or vote "AGAINST" the item. Unless
otherwise required by law, all other matters shall be determined by a majority
of votes cast affirmatively or negatively without regard to Broker Non-Votes as
to that matter.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
Persons and groups owning in excess of 5% of the common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Voting Record Date, persons or groups who own more that 5% of
the Common Stock and the ownership of all executive officers, and directors of
the Corporation as a group. Other than as noted below, management knows of no
person or group that owns more than 5% of the outstanding shares of Common Stock
at the Voting Record Date:
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
- ---------------- ------------------ -----------------------
Bernadette H. Crooks 86,982(2) 6.23%
RR 1, Box 368
Clarion, PA 16214
Mary E. Dascombe 90,574(3) 6.49%
6906 Buckhead Drive
Raleigh, NC 27609
George W. Freeman 80,640(4) 5.78%
P. O. Box 667
Knox, PA 16232
FINABA Co. 94,668 6.78%
4140 East State Street
Hermitage, PA 16148
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- --------------------
(1) See footnote (1) under the following caption entitled "Beneficial Ownership
by Officers, Directors and Nominees" for the definition of "beneficial
ownership."
(2) Of the 86,982 shares beneficially owned by Mrs. Crooks, 76,902 shares are
owned individually and 10,080 shares are owned individually by her spouse.
(3) Of the 90,574 shares beneficially owned by Mrs. Dascombe, 64,386 shares are
owned individually, 2,677 shares are owned jointly with her spouse, and
23,511 shares are owned individually by her spouse.
(4) Of the 80,640 shares beneficially owned by Mr. Freeman, 78,435 shares are
owned individually and 2,205 shares are owned individually by his spouse.
Section 16(2) Beneficial Ownership Reporting Compliance
The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The officers and directors of the Corporation and beneficial owners of greater
than 10% of the Common Stock ("10% beneficial owners") are required to file
reports on Forms 3, 4, and 5 with the Securities and Exchange Commission ("SEC")
disclosing changes in beneficial ownership of the Common Stock. Based on the
Corporation's review of such ownership reports, to the Corporation's knowledge,
no executive officer, director, or 10% beneficial owner of the Corporation
failed to file such ownership reports on a timely basis for the fiscal year
ended December 31, 1998.
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of the Voting Record Date, the amount and
percentage of the Common Stock of the Corporation beneficially owned by each
director, each nominee and all officers and directors of the Corporation as a
group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership(1)(2) of Class
- -------------------- -------------------------- ---------
George W. Freeman (5) 80,640 5.78%
Ronald L. Ashbaugh (4) 10,500 (3)
Elizabeth C. Smith (6) 39,459 2.83%
Brian C. McCarrier (11) 1,011 (3)
Robert L. Hunter (7) 8,977 (3)
John B. Mason (8) 5,125 (3)
Bernadette H. Crooks (9) 86,982 6.23%
J. Michael King (4) 5,250 (3)
Rodney C. Heeter (10) 5,250 (3)
David L. Cox (12) 10,580 (3)
All Officer and Directors 256,217 18.36%
as a Group (11 persons)
- -------------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within 60 days after the
Voting Record Date. Beneficial ownership may be disclaimed as to certain of
the securities.
(2) Information furnished by the Directors and the Corporation.
(3) Less than one percent (1%).
(4) All Shares are owned individually.
(5) See footnote (4) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(6) Of the 39,459 shares beneficially owned by Mrs. Smith, 29,179 are owned
individually and 10,280 are held as custodian for her grandchildren.
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(7) Of the 8,977 shares beneficially owned by Mr. Hunter, 5,040 shares are
owned individually and 3,937 shares are owned individually by his spouse.
(8) Of the 5,125 shares beneficially owned by Mr. Mason, 4,715 shares are owned
individually and 410 shares are held as custodian for his daughter.
(9) See footnote (2) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(10) Of the 5,250 shares beneficially owned by Mr. Heeter, 2,625 shares are
owned individually and 2,625 shares are owned individually by his spouse.
(11) All shares owned jointly with spouse
(12) Of the 10,580 shares beneficially owned by Mr. Cox, 10,080 are owned
individually and 500 are held jointly with his spouse.
ELECTION OF DIRECTORS
The Corporation has a classified Board of Directors with staggered 3-year
terms of office. In a classified board, the directors are generally divided into
separate classes of equal number. The terms of the separate classes expire in
successive years. Thus, at each Annual Meeting of Shareholders, successors to
the class of directors whose term shall then expire shall be elected to hold
office for a term of three years, so that the office of one class shall expire
each year.
Unless otherwise instructed, the Board of Directors of the Corporation or
its designee, the proxy holder, will have the right to cast their votes for the
nominees, unless the shareholder indicates on his or her Proxy how he or she
desires the votes to be cast. If any nominee should become unavailable for any
reason, proxies will be voted in favor of a substitute nominee as the Board of
Directors of the Corporation shall determine. The Board of Directors has no
reason to believe the nominees named will be unable to serve if elected. Any
vacancy occurring on the Board of Directors of the Corporation for any reason
may be filled by a majority of the directors then in office until the expiration
of the term of the vacancy. The Board of Directors recommends that its nominees
be elected as Directors.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect to the
directors, executive officers and nominees:
<TABLE>
<CAPTION>
Age as of Principal Occupation Director Since
Name 12/31/98 for Past Five Years Bank/Corporation
- ---- -------- ------------------- ----------------
Class A Directors Whose Term Expires in 2001
<S> <C> <C> <C>
Rodney C. Heeter 61 Owner of Heeter Lumber Co. 1988/1989
(1) (2) (3)
J. Michael King 51 Senior Partner of Lynn, King & Schreffler, 1988/1989
(1) (4) (5) (6) Attorneys at Law
David L. Cox 48 President. Prior to 1997 Senior Vice President 1991/1991
(1) (5) (6)
</TABLE>
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Class B Directors Whose Term Expires in 1999 and
- -------------------------------------------------
Nominees for Class B Directors whose term expires in 2002
- ----------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Bernadette H. Crooks 76 Retired 1985/1989
(1) (2) (3)
Robert L. Hunter 57 Truck Dealer, part owner of Hunter Truck Sales 1974/1989
(3) (4) and Service, Inc., Director of Idealease of North
America, Inc.
John B. Mason 50 Insurance Broker for H. B. Beels & Son, Inc. 1985/1989
(2) (4) (5) (6)
Class C Directors Whose Term Expires in 2000
Ronald L. Ashbaugh 63 Retired, former President of the Bank and 1971/1989
(1) (5) (6) Corporation
George W. Freeman 68 Owner of Freeman's Tree Farm 1964/1989
(4) (5) (6)
Elizabeth C. Smith 67 Retired, former Owner of The 1995/1995
(2) (3) Inn at Oakmont
Brian C. McCarrier 35 President, Interstate Pipe and Supply Company. 1997/1997
(1) (3) (6) Prior to 1995 Controller Interstate Pipe and
Supply Company
</TABLE>
- -------------------------------
(1) Member of the Investment and Funds Management Committee. This Committee is
appointed by the Chairman of the Board and determines investment policy and
funds management policy. This committee also recommends investment
purchases for the bank portfolio.
(2) Member of the Building Committee. This committee is appointed by the
Chairman of the Board and is responsible for overseeing the maintenance of
the physical properties of the Bank.
(3) Member of the Audit Committee. This committee is appointed by the Chairman
of the Board and meets with the independent auditors to review their audit
of the financial reports of the Corporation.
(4) Member of the Salary and Personnel Committee. This committee is appointed
by the Chairman of the Board and reviews salary and personnel policy and
recommends changes to the Board.
(5) Member of the Loan and Discount committee. This committee is appointed by
the Chairman of the Board and is responsible to review and approve loans
which exceed the loan officer's lending limits.
(6) Member of the Branching committee. This committee is appointed by the
Chairman of the Board and examines and recommends future expansion to the
Board of Directors.
During 1998, Directors received four hundred dollars ($400) per month for
their services as Director of the Bank. No additional compensation is paid for
service as Directors of the Corporation. During 1998, the Board of Directors of
the Corporation held six regular meetings and two special meetings and the Board
Of Directors of the Bank held thirteen (13) regular meetings and three special
meetings. In 1998, each Director was paid a retainer of $4,800 for service as a
Board Member. In addition, outside Directors received $100 for each committee
meeting that they attended. During 1998, total fees paid to all Directors were
$55,400.
Each of the Directors, attended at least seventy-five percent (75%) of the
combined total number of meetings of the Corporation's and Bank's Board of
Directors and of the committees on which they serve, with the exception of Mrs.
Smith who attended 63% of the total number of meetings.
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<PAGE>
The Corporation's full Board of Directors acts as the nominating committee.
A shareholder who desires to propose an individual for consideration by the
Board of Directors as a nominee for director should submit a proposal in writing
to the Treasurer of the Corporation in accordance with Section 10.1 of the
Corporation's Bylaws.
Remuneration of Officers and Directors
The following table sets forth all cash compensation for services in all
capacities paid by the Bank during 1998 to the chief executive officer. No
officer's compensation exceeded $100,000. The Corporation pays no salaries or
benefits.
SUMMARY COMPENSATION TABLE
--------------------------
All Other Annual
Name and Principal Position Year Salary Bonus Compensation (2)
- --------------------------- ---- ------ ----- ----------------
David L. Cox (1) 1998 $86,000 $3,068 $4,800
President and Chairman 1997 76,122 2,914 4,800
of the Board
- -------------------------------
(1) Mr. Cox became President and Chairman January 1,1997.
(2) Does not include the value of certain other benefits, which do not exceed
$50,000 or 10% of the total salary and bonus of the individual.
Pension Plan
The Bank maintains a defined benefit pension plan (the "Plan"). The Plan is
intended to provide retirement and certain other benefits to eligible employees
and their beneficiaries. An individual is eligible to participate in the Plan if
he or she is an employee of the Bank and has completed five (5) years of service
or reached fifty-five (55) years of age unless (1) the employee is covered under
another plan to which the Bank contributes; or (2) the employee is covered under
a collective bargaining agreement with the Bank that does not provide for
coverage under the Plan.
An employee's expected monthly pension payable is based upon a formula.
Full vesting occurs after the completion of five (5) years of service. In 1998,
the Bank made no contribution to the Plan.
As of December 31, 1998, Mr. Cox had 25 years of credited service under the
Plan; and Mr. Boczar had 2 years of credited service under the Plan.
Certain Transactions
There have been no material transactions, proposed or consummated, between
the Corporation and the Bank with any director or executive officer of the
Corporation or the Bank, or any associate of the foregoing persons. The Bank,
like many financial institutions, has followed a policy of granting various
types of loans to officers, directors, and employees. With the exception of the
loans presented in the following table, all loans to executive officers and
directors of the Corporation and the Bank have been made in the ordinary course
of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. The Board
of Directors maintains a policy granting a discount of 100 basis points on loans
extended to employees including executive officers. The following
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<PAGE>
table presents a summary of loans outstanding to named officers that were
extended, or amended, under this policy:
<TABLE>
<CAPTION>
Highest
Principal
Year Balance Balance Interest Market
Name and Position Type Made During Year 12/31/98 Rate Rate
- ----------------- -------------------- ---- ----------- -------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
David L. Cox
President and Chairman Residential Mortgage 1997 $94,212 $90,869 6.75% 7.75%
Personal Demand 1992 2,350 2,350 7.50% 8.50%
John J. Boczar
Treasurer Residential Mortgage 1998 77,000 73,424 6.25% 7.25%
</TABLE>
Principal Officers of the Corporation
The following table sets forth selected information about the principal
officers of the Corporation, each of whom is selected by the Board of Directors
and each of whom holds office at the discretion of the Board of Directors:
Bank
Held Employee Age as of
Name Since Since December 31, 1998
- ----- ----- ----- -----------------
David L. Cox, (1) 1997 1973 48
President
John J. Boczar, CPA (2) 1996 1996 40
Treasurer
- ---------------------
(1) Prior to January 1997, Mr. Cox served as Vice President of the Corporation
from 1996, and Treasurer prior to May 1996.
(2) Prior to May 1996, Mr. Boczar was employed by S. R. Snodgrass, A.C.,
Certified Public Accountants.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, it is intended that votes will be cast
pursuant to the proxies for the ratification of the selection of S. R.
Snodgrass, A.C., Certified Public Accountants, of Wexford, Pennsylvania
("Snodgrass"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 1999. The Corporation has been advised by
Snodgrass that none of its members has any financial interest in the
Corporation. Ratification of Snodgrass will require an affirmative vote of a
majority of the shares of Common Stock represented at the Annual Meeting.
Snodgrass served as the Corporation's independent public accountants for the
Corporation's 1998 fiscal year.
In addition to performing customary audit services, Snodgrass assisted the
Corporation with the preparation of its federal and state tax returns, provided
assistance in connection with regulatory matters and provided other internal
audit outsourcing services, charging the Corporation for such services at its
customary hourly billing rates. These non-audit services were approved by the
Corporation's and the Bank's Board of Directors, after due consideration of the
effect of the performance thereof on the independence of the accountants and
after the conclusion by the Corporation's and the Bank's Board of Directors that
there was no effect on the independence of the accountants.
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<PAGE>
In the event that the shareholders do not ratify the selection of Snodgrass
as the Corporation's independent public accountants for the 1999 fiscal year,
another accounting firm will be chosen to provide independent public accountant
audit services for the 1999 fiscal year. The Board of Directors recommends that
the shareholders vote FOR the ratification of the selection of Snodgrass as the
auditors for the Corporation for the year ending December 31, 1999.
It is understood that even if the selection of Snodgrass is ratified, the
Board of Directors, in its discretion, may direct the appointment of a new
independent auditing firm at any time during the year if the Board of Directors
determines that such a change would be in the best interests of the Corporation
and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year ended
December 31, 1998, is being mailed with this Proxy Statement. Such Annual Report
is not to be treated as part of the proxy solicitation material or having been
incorporated herein by reference. A representative of Snodgrass, the accounting
firm which examined the financial statements in the Annual Report, will not
attend the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's proxy statement for its 2000 Annual
Meeting of Shareholders must deliver such proposal in writing to the Secretary
of Emclaire Financial Corp. at the principal executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Monday, December 13, 1999.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Meeting, but if
any matters are properly presented, it is the intention of the persons named in
the accompanying Proxy to vote on such matters in accordance with their
judgment.
ADDITIONAL INFORMATION
Upon written request, a copy of the Annual Report on Form 10-KSB of
Emclaire Financial Corp. may be obtained, without charge from John J. Boczar,
Treasurer, Emclaire Financial Corp., 612 Main Street, Post Office Box D,
Emlenton, Pennsylvania 16373.
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<PAGE>
EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 10, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints the Board of Directors of
Emclaire Financial Corp. (the "Corporation"), or its designee, proxy of the
undersigned, with full power of substitution, to vote all of the shares the
Corporation that the undersigned may be entitled to vote at the Annual Meeting
of Shareholders of the Corporation to be held on Monday, May 10, 1999, at the
Farmers National Bank Data Processing Center, 708 Main Street, Emlenton,
Pennsylvania 16373, at 7:00 p.m., prevailing time, and at any adjournment or
postponement thereof as follows:
1. ELECTION OF CLASS B DIRECTORS
FOR WITHHELD
Bernadette H. Crooks [ ] [ ]
Robert L. Hunter [ ] [ ]
John B. Mason [ ] [ ]
2. Ratification of the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, as auditors of the Corporation for the year ending
December 31, 1999.
[ ] FOR [ ] AGAINST
3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 12,1999 and an Annual Report to Stockholders.
Dated:___________________, 1999 [ ] Please check here if you plan to
attend the Annual Meeting
Number attending ___________________
- ------------------------------------ ----------------------------------------
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
- ------------------------------------ ----------------------------------------
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.
