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 section 240.14a-11(c) or section 240.14a-12
DENMARK BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
---------------------
(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 Exchanged Act Rules 14a-6(i)(1) 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 Exchanged 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.:
3)Filing Party:
4)Date Filed:
<PAGE>
March 29, 1997
To our shareholders:
It is our pleasure to invite you to attend the Annual Meeting of Shareholders
of Denmark Bancshares, Inc. Our meeting will be held at 2:00 p.m. on Tuesday,
April 22, 1997, at Eddie Whipp's Supper Club, 5073 Highway 29, Green Bay,
Wisconsin.
The attached Notice of Annual Meeting and Proxy Statement describes the
business matters to be acted upon at the meeting.
Information concerning our results of operations and financial condition is
contained in the enclosed Annual Report.
Please complete, sign and return the enclosed proxy card whether or not you
expect to attend the meeting. This will not prevent you from voting in person
at the meeting if you prefer. The Board of Directors encourages you to attend
the meeting and to return your proxy card.
Sincerely,
(Signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
<PAGE>
DENMARK BANCSHARES, INC.
103 E. MAIN ST.
P.O. BOX 130
DENMARK, WI 54208
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 22, 1997
The Annual Meeting of Shareholders of Denmark Bancshares, Inc. will be held at
Eddie Whipp's Supper Club, 5073 Highway 29, Green Bay, Wisconsin, on Tuesday,
April 22, 1997, at 2:00 p.m.
The purpose of the Meeting is to consider and vote on:
1. The election of two directors as named in the attached Proxy Statement.
2. The ratification of the appointment of Williams, Young and Associates,
LLC as independent auditors for Denmark Bancshares, Inc. for the year
ending December 31, 1997.
3. Such other business as may properly come before the meeting or any
adjournment thereof. The Board of Directors is not aware of any other
business to come before the meeting.
Shareholders of record at the close of business on March 1, 1997, are entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
You are urged to complete, date, sign and promptly return the enclosed proxy
card, so that the presence of a quorum will be assured. Return of the proxy
card does not affect your right to vote in person at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
(Signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
March 29, 1997
<PAGE>
PROXY STATEMENT
DENMARK BANCSHARES, INC.
103 E. MAIN ST.
P.O. BOX 130
DENMARK, WI 54208
ANNUAL MEETING OF SHAREHOLDERS
April 22, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Denmark Bancshares, Inc., hereinafter
referred to as the "Company", to be voted at the Annual Meeting of Shareholders
on Tuesday, April 22, 1997, at 2:00 p.m., at Eddie Whipp's Supper Club, 5073
Highway 29, Green Bay, Wisconsin, and all adjournments thereof. The
solicitation of proxies begins on or about March 29, 1997.
REVOCABILITY OF PROXIES
Execution of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it any
time before it is exercised by giving notice thereof to the Company in writing
or in person at the Annual Meeting.
Proxies that are properly executed, duly returned to the Company and not
revoked, will be voted in accordance with the instructions contained therein.
The shares represented by executed but unmarked proxies will be voted in favor
of the proposals set forth in this Proxy Statement for consideration at the
Annual Meeting and on such other business or matters that may properly come
before the meeting in accordance with the best judgment of the persons named as
proxies.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Shareholders of record of the Company's common stock as of the close of
business on March 1, 1997, will be entitled to one vote for each share of
common stock then held. As of March 1, 1997, the Company had 27,483 shares of
common stock issued and outstanding.
Management knows of no person who was the beneficial owner of more than 5% of
the outstanding shares of common stock of the Company as of March 1, 1997.
<PAGE>
The following table sets forth, as of March 1, 1997, information concerning
beneficial ownership of common stock of the Company by each director and
nominee for directorship, and by executive officers.
Name of Amount of
Beneficial Beneficial Percent of
Owner Ownership (1) Class
Terese M. Deprey 701 2.6%
Darrell R. Lemmens 900 3.3%
Mark E. Looker 814 3.0%
B.E. Mleziva, DVM 740 2.7%
James E. Renier 213 *
C. J. Stodola 240 *
Norman F. Tauber 260 *
Thomas F. Wall 720 2.6%
Directors and Executive Officers (2) 5,194 18.9%
* Less than 1% of shares outstanding.
_________________________________
(1) Includes certain shares owned by spouses, or as a custodian or fiduciary,
over which shares the officers and directors exercise sole or shared
voting and investment power.
(2) Includes all of the above and other executive officers as a group (13
individuals).
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to Amended Article VII of the Articles of Incorporation of the Company,
the Board of Directors are divided into three classes as nearly equal in number
as possible. The term of office of only one class of directors expires in each
year, and their successors are elected for terms of three years. The classes
are designated as Class I, Class II and Class III. Messrs. Renier and Wall,
both present members, are nominated as Class I directors. Class I directors
will serve for a term of three years to expire in April 2000.
The two nominees have consented to serve, if elected. Unless the shareholders
otherwise specify, the shares represented by the proxies received will be voted
in favor of the Board's nominees. The Board has no reason to believe that any
of the listed nominees will be unable or unwilling to serve as a director if
elected. However, in the event that any of the nominees should be unable or
unwilling for good cause to serve, the shares represented by the proxies
received will be voted for any other nominees selected by the Board.
<PAGE>
The following table sets forth certain information with respect to the Board of
Directors' nominees for election as directors and of those directors continuing
in office. Hereinafter, the Company's subsidiaries are referred to as follows:
Denmark State Bank as "the Bank", Denmark Agricultural Credit Corp. as "DACC"
and McDonald-Zeamer Insurance Agency, Inc. , formerly known as L. McDonald
Insurance Agency, Inc. as "McDonald".
BOARD NOMINEES
NOMINEES FOR CLASS I, THREE-YEAR TERM EXPIRING APRIL 2000
James E. Renier James E. Renier, age 70, has served as a director of the
Company since 1994 and as a director of the Bank since
1988. He has been a director of DACC since 1996. Prior to
his retirement in 1988, he was the Denmark School District
Administrator since 1981 and prior to that Mr. Renier
served as a teacher and principal for over 30 years.
Thomas F. Wall Thomas F. Wall, age 56, has served as a director of the
Company since 1988 and as a director of the Bank since
1986. Mr. Wall has been the Sales Account Manager of
Greiling Farms, Inc., a wholesale greenhouse company,
since 1973.
DIRECTORS CONTINUING IN OFFICE
CLASS II DIRECTORS WITH TERMS EXPIRING APRIL 1998
Terese M. Deprey Terese M. Deprey, age 33, has served as a director of the
Company since 1994. Mrs. Deprey has been a Vice President
of the Bank since 1996. Prior to 1996, she was an
Assistant Vice President of the Bank since 1993 and prior
to that an Administrative Assistant of the Bank for more
than five years.
Mark E. Looker Mark E. Looker, age 48, has served as a director and as
Vice President and Secretary of the Company since 1983. Mr.
Looker has been an Assistant Vice President of the Bank
since 1996 and has held other positions with the Bank since
1981. He formerly served as a director and Secretary of
DACC from 1985 to 1996.
B. E. Mleziva, DVM B. E. Mleziva, DVM, age 70, has served as a director of the
Company since 1983 and as a director of the Bank since
1969. Dr. Mleziva has been the President of Denmark Animal
Hospital, S.C. since 1985. He has been a director of DACC
since 1985.
CLASS III DIRECTORS WITH TERMS EXPIRING APRIL 1999
Darrell R. Lemmens Darrell R. Lemmens, age 53, has served as a director and as
Chairman of the Board and President of the Company since
1983. He formerly served as Treasurer of the Company. Mr.
Lemmens has been a director of the Bank since 1980 and
President since 1981 and has been a director of DACC and
McDonald since 1985.
C. J. Stodola C. J. Stodola, age 66, has served as a director of the
Company since 1983 and as a director of McDonald since
1985. Mr. Stodola has practiced law as a sole practitioner
for the past twenty-nine years.
Norman F. Tauber Norman F. Tauber, age 80, has served as a director of the
Company since 1983 and as a director of the Bank since
1957. Mr. Tauber, prior to his retirement in 1970, was the
owner and operator of an auto service station and a used
car dealership. He has been a director of DACC since 1985.
The two persons properly nominated who receive the greatest number of the votes
cast at the meeting will be elected Class I directors. THE BOARD RECOMMENDS
THE NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE FOR
ALL NOMINEES.
<PAGE>
COMMITTEES, MEETINGS AND COMPENSATION OF DIRECTORS
The Board of Directors held five meetings during 1996. No director attended
fewer than 75 percent of the total meetings of the Board of Directors and
committee meetings on which such director served.
The Company does not have standing audit, nominating or compensation
committees. However, the Bank's Board of Directors has Compensation and Audit
Committees. The Compensation Committee met twice during 1996 to review and
approve compensation paid to all employees of the Company. The Committee
reports semi-annually to the full Board of Directors of the Bank. Members of
the Committee included Messrs. Lemmens, Mleziva, Renier, Tauber and Wall.
Other Committee members include Mr. Thomas N. Hartman and Dr. Edward Q.
Opichka, who are members of the Bank's Board of Directors. Members were paid
$380 for each meeting attended.
The Audit Committee met once during 1996, for which members were paid $380
each. Members of the Committee included Messrs. Hartman, Mleziva, Opichka,
Renier, Tauber and Wall. The responsibilities of the Audit Committee include
reviewing the annual financial statement audit, evaluating the financial
reporting process and overseeing ongoing audit procedures. The findings of the
Audit Committee are reported to the full Board of Directors of the Bank.
Directors of the Company were paid $360 for two of the Board of Directors'
meetings attended in 1996 and $380 for the other three Board of Directors'
meetings. Additionally, Mrs. Terese M. Deprey, Mr. C. J. Stodola and Mr. Mark
E. Looker received an annual fee of $3,000. All other directors of the Company
also serve as directors of the Bank and they were paid an annual fee of $3,000
by the Bank.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation paid
by the Company for the last three years to the Company's Chief Executive
Officer. No other executive officers of the Company had total annual salary
and bonuses in excess of $100,000 during the year ended December 31, 1996.
Summary Compensation Table
Annual Compensation
Other Annual All other
Name and Principal Position Year Salary Bonus Compensation(1)Compensation(2)
- --------------------------- ----- ------ ----- ------------------------------
Darrell R. Lemmens 1996 $119,616 $28,000 $16,980 $18,158
Chairman of the Board of 1995 110,760 27,500 15,940 16,908
the Company, the Bank, DACC 1994 101,502 27,000 11,880 14,848
and McDonald, President of
the Company and the Bank,
Treasurer of DACC, and Vice
President and Secretary of McDonald
_____________________________________________________________________________
(1) Consists of directors' and committee fees paid by the Company and its
subsidiaries.
(2) Consists of contributions to the Bank's Master Money Purchase Trust Plan
and 401(k) Profit Sharing Plan.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
C. J. Stodola Law Office, Green Bay, Wisconsin has served as counsel to the
Bank and Company since 1967. C. J. Stodola is a director of the Company.
From time to time the Company has made loans to executive officers and
directors of the Company, their family members and related entities. Such
loans were made in the ordinary course of business, were made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and did not involve
more than the normal risk of collectibility or present other unfavorable
features. Such loans represent 5.5% of shareholders' equity.
PROPOSAL II
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Williams, Young and Associates, LLC served as the Company's independent public
accountants for the year ended December 31, 1996. Subject to ratification by
shareholders at the Annual Meeting, the Company has selected Williams, Young and
Associates, LLC to audit the Company's financial statements for the year ending
December 31, 1997. No representatives of Williams, Young and Associates, LLC
are expected to attend the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE "FOR" THE APPROVAL OF THE APPOINTMENT OF WILLIAMS, YOUNG AND
ASSOCIATES, LLC AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER
31, 1997.
OTHER MATTERS
As of March 29, 1997, the Board of Directors is not aware of any business to be
presented for action at the Annual Meeting other than those matters described
in this Proxy Statement. However, if any other matters should properly come
before the Annual Meeting, the executed and returned proxies will be voted by
the persons named as proxies with their best judgment.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be included with the proxy materials for
next year's Annual Meeting must be submitted in writing. Any such proposal
must be received at the Company's corporate office at 103 E. Main St., P.O.
Box 130, Denmark, Wisconsin 54208 no later than November 29, 1997, and must
comply with the proxy rules of the Securities and Exchange Commission.
FINANCIAL INFORMATION
The Company's Annual Report to shareholders, for the year ended December 31,
1996, accompanies this Proxy Statement, but does not constitute a part of it.
BY ORDER OF THE BOARD OF DIRECTORS
(signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
March 29, 1997
<PAGE>
FORM 10-KSB
A copy of the Company's annual report on Form 10-KSB as filed with the
Securities and Exchange Commission is available without charge to shareholders
of record on March 1, 1997. To obtain a copy of Form 10-KSB send your written
request to Darrell R. Lemmens, Chairman of the Board and President, Denmark
Bancshares, Inc., 103 East Main St., P.O. Box 130, Denmark, Wisconsin 54208.
<PAGE>
DENMARK BANCSHARES, INC. PROXY CARD (FRONT)
Annual meeting of shareholders on April 22, 1997
The undersigned holder of Common Stock of Denmark Bancshares, Inc. (the
"Company") hereby appoints Darrell R. Lemmens, Norman F. Tauber and C. J.
Stodola, or any of them individually, with full power of substitution, to act
as proxy for and to vote all shares of Common Stock of the Company of the
undersigned at the Annual Meeting of Shareholders, to be held at Eddie Whipp's
Supper Club, 5073 Highway 29, Green Bay, Wisconsin, on April 22, 1997, or any
adjournment thereof:
1. The election as directors of all nominees listed below:
(except as marked to the contrary below) [] FOR []VOTE WITHHELD
CLASS I: James E. Renier and Thomas F. Wall
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line below.)
_____________________________________________________________________________
2. The ratification of the appointment of Williams, Young and
Associates, LLC as independent public accountants for the Company for the year
ending December 31, 1997.
[] FOR [] AGAINST [] ABSTAIN
The Board of Directors recommends a vote "FOR" each of the listed proposals.
This Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted "FOR" each of the proposals listed. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Annual Meeting.
(BACK)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR
THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 22, 1997. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THE NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH
SHAREHOLDER TO VOTE FOR ALL NOMINEES. THE BOARD ALSO RECOMMENDS A VOTE "FOR"
RATIFICATION OF WILLIAMS, YOUNG AND ASSOCIATES, LLC AS ACCOUNTANTS FOR THE
COMING YEAR.
Dated ________________________1997.
- --------------------------------- -----------------------------------
Print name of shareholder Print name of shareholder
- ---------------------------------- ----------------------------------
Signature of shareholder Signature of shareholder
When shares are held by joint tenants, both should sign. When signing as
attorney, or as personal representative, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by the President or other authorized officer.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
