Huron National Bancorp, Inc. Michael L. Cahoon
200 East Erie President and
Rogers City, MI 49779 Chief Executive Officer
April 3, 1998
To our Shareholders:
You are cordially invited to attend the 1998 Annual Meeting of Shareholders
of Huron National Bancorp, Inc. This year's meeting will be held at 200 East
Erie Street, Rogers City, Michigan on Wednesday, April 29, 1998 at 10:00 a.m.
The business items to be acted on during the Annual Meeting are listed in the
Notice of Annual Meeting and are described more fully in the Proxy Statement.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing, signing, dating and returning
your proxy card in the enclosed postage-paid envelope.
Along with the other members of the Board of Directors, I look forward to
the opportunity of greeting personally those shareholders who are able to attend
the Annual Meeting.
Sincerely,
Michael L. Cahoon
<PAGE>
NOTICE OF 1998 ANNUAL MEETING OF SHAREHOLDERS OF
HURON NATIONAL BANCORP, INC.
10:00 a.m., April 29, 1998
Huron National Bank Meeting Room
200 East Erie Street
Rogers City, MI 49779
April 3, 1998
To our Shareholders:
The 1998 Annual Meeting of Shareholders of Huron National Bankcorp, Inc.
will be held at Huron National Bank's Meeting Room, 200 East Erie Street, Rogers
City, Michigan on Wednesday, April 29, 1998 at 10:00 a.m.. Shareholders will act
on the following matters:
(1) Election of three directors to serve for terms of three years;
(2) Transaction of such other business as may properly come before the
Annual Meeting, or any adjournments.
Shareholders of record at the close of business March 13, 1998 are entitled
to receive notice of and to vote at the Annual Meeting.
You are invited to attend the Annual Meeting in person. Regardless of
whether you expect to attend the Annual Meeting in person, your Board of
Directors urges you to vote, sign, date and return the accompanying proxy card
in the enclosed postage-paid envelope.
By Order of the Board of Directors,
Paulette D. Kierzek
Secretary
<PAGE>
Huron National Bancorp, Inc.
PROXY STATEMENT
The Board of Directors of Huron National Bancorp, Inc., (the "Corporation")
solicits your proxy for use at the Annual Meeting of Shareholders to be held on
Wednesday, April 29, 1998 at 10:00 a.m., and at any adjournments. This Proxy
Statement and a proxy card are scheduled to be mailed to shareholders beginning
April 3, 1998.
In the following pages, you will find information on your Board of Directors,
both the candidates proposed for election and continuing Directors to be voted
upon at the Annual Meeting of Shareholders or any adjournment of that meeting.
The information in this Proxy Statement has been supplied to you to help you
decide how to vote.
As of March 13, 1998, the record date for determination of shareholders
entitled to notice of and to vote at the Annual Meeting, there were 62,500
outstanding shares of HNB Common Stock. Each outstanding share is entitled to
one vote on all matters, which may come before the Annual Meeting.
You can ensure that your shares are voted at the Annual Meeting by
completing, signing, dating and returning the accompanying proxy card in the
enclosed postage-paid envelope. Sending in a signed proxy will not affect your
right to attend the Annual Meeting and vote. A shareholder who gives a proxy may
revoke it at any time before it is exercised by notifying the Secretary of HNB
in writing before the proxy is exercised, or by delivering to the Secretary a
proxy bearing a later date, or by attending the Annual Meeting and voting in
person.
PROPOSAL 1 - ELECTION OF DIRECTORS
The Articles of Incorporation of HNB provide that the Board of Directors,
which consists of nine members, be divided into three classes, as equal in
number as possible, with the classes to hold office for staggered terms of three
years each. The Board has nominated incumbent directors Michael L. Cahoon,
Donald A. Hampton and John S. Tierney for reelection as directors for three-year
terms expiring at the 2001 annual meeting.
The persons named as proxy holders in the accompanying proxy will vote for
the above-named nominees, unless directed otherwise on the Proxy Card. If a
nominee is not available for election as a director at the time of the annual
meeting (a situation which is not now anticipated), the Board may designate a
substitute nominee, in which case the accompanying proxy will be voted for the
substituted nominee.
A vote of the shareholders holding a plurality of the shares present in
person or represented by proxy is required to elect directors. Accordingly, the
three individuals who receive the greatest number of votes cast at the meeting
will be elected as directors. For purposes of counting votes on the election of
directors, abstentions, broker nonvotes, and shares otherwise withheld from
voting will not be counted as shares voted and will not have a bearing on the
outcome of the election.
The Board of Directors recommends a vote FOR the election of all persons
nominated by the Board.
<PAGE>
Information concerning the three nominees and the six continuing Board
members is set forth.
Nominees for Election as Directors for three-year Terms to Expire in 2001
Michael L. Cahoon, 64, Director since 1984
Mr. Cahoon has been President and Chief Executive Officer since the acquisition
of Huron National Bank as a wholly-owned subsidiary in May of 1990.
Donald A. Hampton, 57, Director since 1982
Mr. Hampton owns and operates Hampton's IGA, Inc. Supermarkets with locations in
Rogers City, Harrisville and Ossineke. In addition, he is a partner and
President of the Buoy, Inc. Restaurant located in Rogers City and Cheboygan.
John S. Tierney, 49, Director since 1997
Mr. Tierney owns Tierney & Williams, Inc. He is President of 211 Bar &
Restaurant, a partner of Knost Cottages Resort on Black Lake for approximately
25 years and is a co-founder of Aurora Gas, a public utility. Mr. Tierney has
served as Secretary and Treasurer of Aurora Gas since 1984.
Continuing Directors Whose Term Expires in 1999
Leon Delekta, 71, Director since 1980
Mr. Delekta is a retired owner and operator of Delekta & Sons, a Potato Farm and
Truck Transportation Company.
Lynwood Lamb, 67, Director since 1981
Mr. Lamb is a retired President of a pharmaceutical company. He is currently
serving in the capacity of an Investment Advisor.
Louis D. Dehring, 66, Director since 1980
Mr. Dehring is a retired Marine Engineer and currently owner and operator of
Paull's Investments, a real estate firm.
Continuing Directors Whose Term Expires in 2000
Ervin Nowak, 66, Director since 1980
Mr. Nowak is currently President of Builders Mart, Inc., a window, glass and
wood Retail Company and President of Nautical City Enterprises, Inc., a
commercial real estate rental. Mr. Nowak also serves as Chairman of the Board of
Directors of Huron National Bancorp, Inc. and the Bank.
Marvin Beatty, 63, Director since 1980
Mr. Beatty is a Real Estate Broker and Appraiser and owns and operates StateWide
Realty of Onaway. Mr. Beatty also serves as Vice-Chairman of Huron National
Bancorp, Inc. and the Bank.
Eugene McLean, 72, Director since 1980
Mr. McLean is a retired Great Lakes Shipping Captain.
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The same individuals serve on the Board of Directors of the Corporation and the
Bank. The Corporation's Board of Directors had three meetings in 1997. All
Directors attended at least 75% of all Board of Directors' and Committee
Meetings of the Corporation for which they were eligible to attend.
The Board of Directors has established the following committees, the member of
which are appointed annually by the Board of Directors: 1) an Audit Committee;
2) an Executive Committee; and 3) Compensation Committee.
The Executive Committee meets on an "as needed" basis and exercises the power of
the Board of Directors on such matters as loans and investment securities and
approvals between regular Board Meetings. All actions of this Committee are
reviewed and ratified by the full Board of Directors. This Committee consists of
Messrs. Nowak, McLean, Beatty, Hampton and Delekta. There were two meetings held
in 1997.
The Audit or Examination Committee in 1997 was composed of the entire Board.
This Committee met nine times and recommends the selection of the Company's
independent auditors; reviews the scope of audit procedures, the results of the
respective audits and audit recommendations to management.
The Compensation Committee in 1997 was also composed of the entire Board. This
Committee meets annually to review compensation of staff and executive officers
and all employee benefit programs. It met once in 1997.
The Board of Directors held one Organizational Meeting in 1997, at which these
committees were established. The regular Bank Board meetings were held on the
third Monday of each month except in April of 1997 when the Annual Meeting,
Organizational Meeting and monthly Meeting were held the last Wednesday of the
month.
VOTING SECURITIES AND BENEFICIAL OWNERSHIP OF DIRECTORS AND OFFICERS
At March 13, 1998, the Corporation had outstanding 62,500 shares of common
stock, par value $10.00 per share. Shareholders are entitled to one vote for
each full share of common stock registered in their names at the close of
business on March 13, 1998, the record date fixed by the Board of Directors. The
inspectors of the meeting, who are appointed by the Corporation, count votes
cast at the meeting and submitted by proxy.
The information in the following table sets forth the beneficial ownership of
the Corporation's common stock, as of March 13, 1998, owned by each director of
the Corporation and by all directors and executive officers of the Corporation
as a group.
<TABLE>
Amount and Nature Percent of
Name and Beneficial Owner Beneficial Ownership(1) Class
<S> <C> <C>
Marvin Beatty 1,990 3.18%
Michael L. Cahoon 604(2) 0.97%
Louis D. Dehring 2,923(3) 4.68%
Leon Delekta 308 0.49%
Donald A. Hampton 923(4) 1.48%
Lynwood Lamb 5,183(5) 8.29%
Eugene McLean 3,829(6) 6.13%
Ervin Nowak 1,472 2.36%
John S. Tierney 50 0.08%
All directors and executive officers of the
Corporation as a group (eleven persons) 17,353 27.76%
</TABLE>
<PAGE>
(1) Unless otherwise indicated in the following footnotes, each director or
officer has sole voting and investment powers or shares voting and investment
power with his Spouse under joint ownership.
(2) Michael L. Cahoon Trust with Michael L. Cahoon as Trustee owns all of the
shares.
(3) Louis D. Dehring Trust with Louis Dehring as Trustee owns all of the shares.
(4) All of the shares are owned by Donald and Mary Lou Hampton Trust with Donald
Hampton as a Trustee.
(5) Of the shares owned by Lynwood Lamb, 1,650 shares are held by the Lamb
Retirement Trust and 3,533 by the Lamb Trust, both of which Mr. Lamb is Trustee
and the former of which Mr. Lamb disclaims beneficial ownership.
(6) The McLean Trust with Eugene McLean as Trustee owns all of the shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 13, 1998, no person was known by Management of the Corporation to be
the beneficial owner of more than 5 percent of the outstanding common stock of
the Corporation except as follows:
<TABLE>
Amount and Nature of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Ownership Class
<S> <C> <C> <C>
Common Stock Lynwood Lamb 5,183(1) 8.29%
P.O. Box 777
Bay City, MI 49706
Common Stock Eugene McLean 3,829(2) 6.13%
255 S. Third Street
Rogers City, MI 49779
</TABLE>
(1) Mr. Lamb, a director of the Corporation, disclaims beneficial ownership of
1,650 shares, which are held by the Lamb Retirement Trust of which Mr. Lamb is
the Trustee.
(2) The McLean Trust and Eugene McLean as Trustee own all of the shares.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the named executive
for each of the three years ended December 31, all of which were paid by the
Bank.
<TABLE>
Annual Compensation All Other
Name & Principal Position Year Salary Bonus Compensation(1)
<S> <C> <C> <C> <C>
Michael L. Cahoon 1997 $58,168 $8,845 $8,038
President and 1996 $57,028 $6,800 $8,077
Chief Executive Officer 1995 $55,928 $7,920 $6,200
</TABLE>
(1) Includes Board Fees, and Company contribution to the SEP Plan on behalf of
the employee
The aggregate compensation paid to the three executive officers as a group, was
$178,211, for the year ended December 31, 1997. The other two executives are
Dale L. Bauer and Paulette D. Kierzek. Mr. Bauer, 47, has served as
Vice-President of Huron National Bank since 1980. Mrs. Kierzek, 48, is Chief
Financial Officer of Huron National Bancorp, Inc., and for more than five years
prior hereto, served as Secretary to the Board of Directors and Cashier of Huron
National Bank.
Each director and officer is paid a monthly board fee of $400. No additional
fees are paid for serving as a director or officer of the Corporation.
<PAGE>
OTHER TRANSACTIONS
During 1997, the subsidiary Bank of the Corporation had outstanding and entered
into credit relationships and other transactions with directors and executive
officers of the Corporation and their associates in the ordinary course of
business. The loans and extensions of credit included in such transactions: (1)
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other; (2) did not involve more than the normal risk of collectibility or
present other unfavorable features; and (3) were repaid as scheduled or, to the
extent still outstanding, remain current in their respective repayment
schedules.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTS
Crowe, Chizek and Company, LLP, independent public accountants for the year
ended December 31, 1997, have examined the financial statements of the
Corporation. Representatives of Crowe, Chizek and Company, LLP are not expected
to be present at the Annual Meeting to respond to questions, although such
representatives have the opportunity to be present and make a statement if they
desire to do so. The Board of Directors has reappointed LLP Crowe, Chizek and
Company, as the independent public accounts of the Corporation and it's
subsidiary's consolidated financial statements for the year ending December 31,
1998.
LITIGATION
The Corporation is not involved in any material legal proceedings. The Bank is
involved in routine proceedings in the ordinary course of its business; however,
no such proceedings are expected to result in any material adverse effect on the
operations or earnings of the Bank.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Corporation for inclusion in
the 1999 Annual Meeting of Shareholders proxy material must be received by the
Corporation no later than December 4, 1998.
EXPENSES OF SOLICITATION
The costs of the solicitation of proxies, including the cost of reimbursing
expenses for forwarding proxy statements and proxies to their principals and
obtaining their proxies, will be borne by the Corporation. In addition to the
use of the mails, proxies may be solicited personally, or by telephone or
telegraph, by a few regular employees of the Corporation without additional
compensation.
OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for action at
the meeting, other than the matters set forth herein. If any other business
should come before the meeting, the proxy will be voted in respect thereof in
accordance with the best judgement of the persons authorized therein, and
discretionary authority to do so is included in the proxy.
<PAGE>
The Annual Report of the Corporation for 1997 is included with this Proxy
Statement. Copies of the report will also be available for all shareholders
attending the Annual Meeting.
Shareholders are urged to sign and return the enclosed proxy in the enclosed
postage-paid envelope. A prompt response will be helpful and appreciated.
BY ORDER OF THE BOARD OF DIRECTORS,
Paulette D. Kierzek
Secretary
April 3, 1998
FORM 10-K ANNUAL REPORT
The Corporation will provide (without charge) to any shareholders solicited
hereby a copy of its 1997 Annual Report on Form 10-K filed with the Securities
and Exchange Commission upon the written request of such shareholder. Requests
should be directed to the Corporation's Secretary, Paulette D. Kierzek, 200 E.
Erie Street, P.O. Box 240, Rogers City, MI. 49779.
