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>
DENMARK BANCHSHARES, INC.
P.O. BOX 130
DENMARK, WI 54208-0130
1-920-863-2161
(LETTERHEAD)
March 30, 1998
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 28, 1998, 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 28, 1998
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 28, 1998, at 2:00 p.m.
The purpose of the Meeting is to consider and vote on:
1. The election of three 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, 1998.
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 2, 1998, 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 30, 1998
<PAGE>
PROXY STATEMENT
DENMARK BANCSHARES, INC.
103 E. MAIN ST.
P.O. BOX 130
DENMARK, WI 54208
ANNUAL MEETING OF SHAREHOLDERS
April 28, 1998
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 28, 1998, 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 30, 1998.
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 2, 1998, will be entitled to one vote for each share of
common stock then held. As of March 2, 1998, the Company had 54,873 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 2, 1998.
<PAGE>
The following table sets forth, as of March 2, 1998, 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(2) 1,402 2.6%
Darrell R. Lemmens(3) 1,790 3.3%
Mark E. Looker(4) 1,628 3.0%
B.E. Mleziva, DVM(5) 1,480 2.7%
James E. Renier(6) 426 *
C. J. Stodola 440 *
Norman F. Tauber(7) 520 *
Thomas F. Wall(8) 1,340 2.4%
officers
All directors and executive
as a group (13persons)(9) 10,238 18.7%
* Less than 1% of shares outstanding.
_________________________________
(1) Unless otherwise indicated, the beneficial owners exercise sole voting and
investment powers.
(2) Includes 86 shares for which voting and investment powers are shared.
(3) Includes 240 shares for which voting and investment powers are shared.
(4) Includes 112 shares for which he disclaims beneficial ownership.
(5) Includes 960 shares for which voting and investment powers are shared.
(6) Includes 426 shares for which voting and investment powers are shared.
(7) Includes 112 shares for which voting and investment powers are shared.
(8) Includes 1,340 shares for which voting and investment powers are shared.
(9) Includes 3,870 shares for which voting and investment powers are shared.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to Amended Article VII of the Articles of Incorporation of the
Company, the Board of Directors is 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. Mrs.
Terese M. Deprey, Mr. Mark E. Looker and Dr. B.E. Mleziva, DVM, all present
members, are nominated as Class II directors. Class II directors will serve
for a term of three years to expire in April 2001.
The three 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 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 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. as "McDonald".
BOARD NOMINEES
NOMINEES FOR CLASS II, THREE-YEAR TERM EXPIRING APRIL 2001
Terese M. Deprey Terese M. Deprey, age 34, has served as a
director of the Company since 1994 and
Secretary since 1996. 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 49, has served as a
director and as Vice President of the
Company since 1983. He formerly served as
Secretary of the Company. 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 71, has served as a
director of the Company since 1983 and as a
director of the Bank since 1969. Prior to
1998, Dr. Mleziva was the President of
Denmark Animal Hospital, S.C. since 1985.
He has been a director of DACC since 1985.
DIRECTORS CONTINUING IN OFFICE
CLASS III DIRECTORS WITH TERMS EXPIRING APRIL 1999
Darrell R. Lemmens Darrell R. Lemmens, age 54, 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 67, 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 thirty years.
Norman F. Tauber Norman F. Tauber, age 81, 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.
CLASS I DIRECTORS WITH TERMS EXPIRING APRIL 2000
James E. Renier James E. Renier, age 71, 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 57, 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.
The three persons properly nominated who receive the greatest number of the
votes cast at the meeting will be elected Class II 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 1997. 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 1997 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
$400 for each meeting attended.
Members of the Audit 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.
During 1997 the Audit Committee did not meet.
Directors of the Company were paid $380 for two of the Board of Directors'
meetings attended in 1997 and $400 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, 1997.
Annual Compensation
Other Annual All Other
Name and Principal Position Year Salary Bonus Compensation(1)Compensation(2)
- --------------------------- ---- -------- ------- ------------- -------------
Darrell R. Lemmens 1997 $129,180 $28,500 $18,060 $19,459
Chairman of the Board of 1996 119,616 28,000 16,980 18,158
the Company, the Bank, DACC 1995 110,760 27,500 15,940 16,908
and McDonald, President of
the Company, President and
Secretary of the Bank, Secretary 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>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Bank is responsible
for determining the annual salary and bonus of the Chief Executive Officer and
approving the annual salary and bonus paid to all other personnel, including
the executive officers. The Compensation Committee believes that the
compensation for executive officers should be at a market level in order to
attract and retain qualified individuals. As a result of this practice, the
Company has experienced low turnover among its executive officers.
Individual executive compensation is reviewed on an annual basis. In approving
the executive officers' salaries and bonuses and determining the salary and
bonus of the Chief Executive Officer, the Committee compares the base salaries
and bonuses paid or proposed to be paid by the Company with ranges of salaries
and bonuses paid by commercial banks of similar size relative to the Company.
The Committee utilized the Wisconsin Bankers Association Salary Survey for
comparison purposes when approving and determining the 1997 annual salaries and
bonuses. For 1997 the comparable peer group of commercial banks included those
with assets between $100 and $250 million in assets. Base salaries and bonuses
for 1997 were generally set at about the 75th percentile or upper quartile of
the comparative survey data based on the total asset size of the Bank relative
to the range of asset sizes of the peer group.
In approving annual bonuses of the executive officers and determining the
annual bonus of the Chief Executive Officer, the Committee compares the
operating results and performance ratios of the Bank to operating results and
performance ratios of commercial banks of similar asset size relative to the
Bank. The Committee used the Uniform Bank Performance Report for comparison
purposes when approving and determining the 1997 bonuses. The peer group used
for comparison purposes consisted of commercial banks having total assets
between $100 million and $300 million with three or more banking offices.
The Committee relies on recommendations from Mr. Lemmens, the Company's Chief
Executive Officer, concerning salary adjustments and annual bonuses for the
executive officers (other than his own). The recommendations are based on the
comparable survey results, the level of responsibility of each officer, the
expertise and skills offered by each officer and the officer's individual job
performance. The Compensation Committee reviewed the recommendations made by
Mr. Lemmens and then made final decisions on the base salaries and annual
bonuses to be paid by the Company. Based on similar criteria, the Compensation
Committee, excluding Mr. Lemmens, determined the annual salary and bonus paid
to the Chief Executive Officer.
The Company's policy with respect to other employee benefit plans is to provide
competitive benefits to the Company's employees to encourage their continued
service with the Company and to attract new employees when needed.
Compensation Committee Members:
Darrell R, Lemmens
Thomas N. Hartman B. E. Mleziva, D.V.M. Edward Q. Opichka, D.D.S.
James E. Renier Norman F. Tauber Thomas F. Wall
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are identified above. Mr.
Lemmens, the Company's Chief Executive Officer and member of the Committee,
made recommendations for salaries and bonuses (other than his own) of the
executive officers. Mr. Lemmens, Dr. Opichka, Mr. Renier and Mr. Wall and/or
members of their families and/or related entities had loans outstanding from
the Bank during 1997. See "Certain Relationships and Related Transactions" for
further information.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
C. J. Stodola Law Office, Green Bay, Wisconsin has served as counsel to the
Bank and Company since 1967 and will continue to serve in 1998. C. J. Stodola
is a director of the Company. Fees paid to C. J. Stodola Law Office, during
1997 amounted to $26,271.
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. It is expected that similar transactions will occur in the future.
<PAGE>
STOCK PERFORMANCE GRAPH
The following line graph shows a comparison of the yearly percentage change in
the cumulative total shareholder return on Denmark Bancshares, Inc. Common
Stock with the cumulative total returns of the Nasdaq Bank Composite Index and
the Nasdaq Composite Stock Market Index. Cumulative total return includes the
change in year-end stock price and assumes reinvestment of dividends. The
graph assumes shareholder $100 was invested in Denmark Bancshares, Inc. Common
Stock and for each index on December 31, 1992.
(Tabular representation of graphs for electronic filing)
Stock/Index 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
Denmark Bancshares $100.00 $115.36 $124.01 $151.08 $179.87 $227.29
Nasdaq Bank Composite 100.00 114.01 113.60 169.16 223.63 371.00
Nasdaq Stock Composite 100.00 114.78 112.20 158.68 195.19 237.43
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, 1997. 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, 1998. 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, 1998.
OTHER MATTERS
As of March 30, 1998, 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 30, 1998, 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,
1997, 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 30, 1998
<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 2, 1998. 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>
(FRONT)
DENMARK BANCSHARES, INC. PROXY CARD
Annual meeting of shareholders on April 28, 1998
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 28, 1998, 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 II: Terese M. Deprey, Mark E. Looker and B.E. Mleziva, DVM
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line below.)
_______________________________________________________________________________
2. The ratification ofthe appointment of Williams, Young and
Associates, LLC as independent public accountants for the Company for
the year ending December 31, 1998.
[ ] 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 28, 1998. 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.
DATE ______________________1998.
_______________________________ ____________________________
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.
