[Letterhead]
March 28, 1997
To Our Stockholders:
On behalf of the Board of Directors and management of Tri-County Bancorp,
Inc. (the "Company"), I cordially invite you to attend the Annual Meeting of
Stockholders to be held at Eastern Wyoming College, Room #131-Tebbet Building,
located at 3200 West C Street, Torrington, Wyoming, on Wednesday, April 23,
1997 at 3:00 p.m., local time. The Company is the parent holding company of
Tri-County Federal Savings Bank. The attached Notice of Annual Meeting and
Proxy Statement describe the formal business to be transacted at the Meeting.
During the Meeting, I will also report on the operations of the Company.
Directors and officers of the Company will be present to respond to any
questions stockholders may have.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from
attending the Meeting and voting in person, but will assure that your vote is
counted if you are unable to attend the meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
Robert L. Savage
President and Chief Executive Officer
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TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 23, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Tri-County Bancorp, Inc. (the "Company"), will be held at
Eastern Wyoming College, Room #131-Tebbet Building, 3200 West C Street,
Torrington, Wyoming, on Wednesday, April 23, 1997, at 3:00 p.m., local time.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. The election of two directors of the Company;
2. The ratification of the appointment of Dalby, Wendland & Co., P.C.
as independent auditors for the Company for the fiscal year ending
December 31, 1997; and
Such other matters as may properly come before the Meeting or any
adjournments thereof. The Board of Directors is not aware of any other
business to come before the Meeting.
Any action may be taken on any one of the foregoing proposals at the
Meeting on the date specified above or on any date or dates to which, by
original or later adjournment, the Meeting may be adjourned. Stockholders of
record at the close of business on March 21, 1997, are the stockholders
entitled to vote at the Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING,
IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED FORM OF PROXY WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE
STOCKHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A
WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE. ANY
STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR HER PROXY AND VOTE IN
PERSON ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE IN PERSON AT THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
CARL F. RUPP
SECRETARY
Torrington, Wyoming
March 28, 1997
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
IN THE UNITED STATES.
<PAGE>
<PAGE>
PROXY STATEMENT
OF
TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
GENERAL
This Proxy Statement is furnished to holders of common stock, $0.10 par
value per share ("Common Stock"), of Tri-County Bancorp, Inc. (the "Company"),
the parent holding company of Tri-County Federal Savings Bank (the "Bank").
Proxies are being solicited by the Board of Directors of the Company to be
used at the Annual Meeting of Stockholders of the Company (the "Meeting")
which will be held at Eastern Wyoming College, Room #131-Tebbet Building, 3200
West C Street, Torrington, Wyoming, on Wednesday, April 23, 1997, at 3:00 p.m.
The accompanying Notice of Meeting and this Proxy Statement are being first
mailed to stockholders on or about March 28, 1997.
VOTING AND REVOCABILITY OF PROXIES
Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted
at the Meeting and all adjournments thereof. Proxies may be revoked by written
notice delivered in person or mailed to the Secretary of the Company at the
address of the Company shown above or by the filing of a later-dated proxy
prior to a vote being taken on a particular proposal at the Meeting. A proxy
will not be voted if a stockholder attends the Meeting and votes in person.
Proxies solicited by the Board of Directors of the Company will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted in favor of the proposals set forth in
this Proxy Statement for consideration at the Meeting or any adjournment
thereof.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on March 21, 1997 (the
"Voting Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Voting Record Date, the Company had 608,749 shares of
Common Stock issued and outstanding.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting.
As to the first item to be considered at the meeting, the election of
directors, as set forth under "I - Information with Respect to Nominees for
Director, Directors Continuing in Office, and Executive Officers -- Election
of Directors," the proxy card being provided by the Board of Directors 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 cast, without regard
to either (i) broker non-votes, or (ii) proxies as to which authority to vote
for one or more of the nominees being proposed is withheld.
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As to the second item to be considered at the meeting, the
ratification of auditors, as set forth under "II - Ratification of Appointment
of Auditors," by checking the appropriate box, stockholders may (i) vote "FOR"
ratification; (ii) vote "AGAINST" ratification; or (iii) "ABSTAIN" with
respect to ratification. Unless otherwise required by law, the recommendation
of independent auditors shall be determined by a majority of the votes cast
affirmatively or negatively, without regard to either (a) broker non-votes or
(b) proxies marked "ABSTAIN" as to that matter. As to the ratification of the
appointment of Dalby, Wendland & Co., P.C. as independent auditors and all
other matters that may properly come before the Meeting, unless otherwise
required by law or provided in the articles of incorporation or bylaws of the
Company, a majority of those votes cast by shareholders shall be sufficient to
pass on a matter.
The articles of incorporation of the Company (the "Articles") provide
that in no event shall any record owner of any outstanding Common Stock which
is beneficially owned, directly or indirectly, by a person who beneficially
owns in excess of 10% of the then outstanding shares of Common Stock (the
"Limit") be entitled or permitted to any vote with respect to the shares held
in excess of the Limit and that voting rights may, in certain situations, be
reduced below the Limit. Beneficial ownership is determined pursuant to the
definition contained in the Articles, and includes shares beneficially owned
by such person or any of his or her affiliates (as defined in the Articles)
and shares which such person or his or her affiliates have the right to
acquire upon the exercise of conversion rights or options and shares as to
which such person and his or her affiliates have or share investment or voting
power, but shall not include shares beneficially owned by the Bank's Employee
Stock Ownership Plan ("ESOP") or directors, officers, and employees of the
Company or its subsidiaries, or shares that are subject to a revocable proxy
and that are not otherwise beneficially owned, or deemed by the Company to be
beneficially owned, by such person or his or her affiliates.
Persons and groups owning in excess of five percent of the Common Stock
are required to file certain reports with the Securities and Exchange
Commission ("SEC") regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Based upon such reports
and information provided by the Company's transfer agent, the Company knows of
no person or entity, including any "group" as that term is used in Section
13(d)(3) of the 1934 Act, other than those set forth below, who or which was
known to the Company to be the beneficial owner of more than 5% of the issued
and outstanding Common Stock on the Voting Record Date.
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<PAGE>
<PAGE>
Amount and Nature Percent of Shares
of Beneficial of Common Stock
Name and Address of Beneficial Owner Ownership Outstanding(1)
- ------------------------------------ ----------------- -----------------
Tri-County Federal Savings Bank Employee
Stock Ownership Plan
2201 Main Street
Torrington, Wyoming 82240 58,910(2) 8.72%
Wellington Management Company
75 State Street
Boston, Massachusetts 02109 65,000(3)(4) 9.63%
First Financial Fund, Inc.
One Seaport Plaza
25th Floor
New York, New York 10292 41,600(3)(4) 6.16%
R. Keith Long
450 Royal Palm Way
Suite 502
Palm Beach, Florida 33480 60,850(3)(5) 9.01%
Robert L. Savage
112 Linda Vista
Torrington, Wyoming 82240 45,550(3)(6) 6.75%
Friedlander & Co., Inc.
Theodore Friedlander, III
322 East Michigan Street
Suite 402
Milwaukee, Wisconsin 53202 40,600(3)(7) 6.01%
_______________________________
(1) Based on the number of shares outstanding as of the Voting Record Date.
(2) Includes allocated and unallocated shares. The ESOP purchased such
shares for the exclusive benefit of plan employee participants with borrowed
funds. These shares are held in a suspense account and will be allocated
among ESOP participants annually on the basis of compensation as the ESOP debt
is repaid. See "Director and Executive Officer Compensation -- Other
Compensation -- Employee Stock Ownership Plan."
(3) Based upon Schedules 13Ds or 13Gs and amendments thereto (if applicable)
filed with the Company pursuant to the 1934 Act by the beneficial owners.
(4) Shares are owned by a variety of investment adviser clients of the
beneficial owner. No specific client is known to have a beneficial ownership
of more than 5% of the class, except for First Financial Eq. which is an
investor of both Wellington Management Company and First Financial Fund, Inc.
(5) Represents 23,150 shares of Common Stock beneficially owned by Otter
Creek Partners I, L.P. ("Otter Creek") and 37,700 shares of Common Stock
beneficially owned by First Reinsurance Company of Hartford ("First
Reinsurance"), 45 West Main Street, Avon, Connecticut 06001. R. Keith Long is
the sole shareholder of Otter Creek Management, Inc., which is the general
partner in Otter Creek. First Reinsurance maintains an investment account with
Otter Creek. Mr. Long shares with First Reinsurance the power to dispose of
the Common Stock. First Reinsurance has no rights with respect to shares
owned by Otter Creek or any other stockholder.
(6) Includes 20,930 shares of Common Stock subject to options exercisable
within 60 days of the Voting Record Date. Includes 2,500 shares of Common
Stock held in an IRA for the benefit of the spouse of Mr. Savage which he may
be deemed to beneficially own. Includes 2,989 shares of restricted stock
granted under the Management Stock Bonus Plan. Includes 3,646 shares of
Common Stock held by the ESOP for the benefit of Mr. Savage.
(7) Theodore Friedlander III is a controlling person of Friedlander & Co.,
Inc. ("Friedlander") and as such may be deemed to beneficially own the shares
of Common Stock of the Company beneficially owned by Friedlander. Mr.
Friedlander beneficially owns less than 1% of the shares held by Friedlander
and disclaims beneficial ownership of all other shares held by Friedlander.
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<PAGE>
Information concerning the security ownership of management is included
under "I - Information with Respect to Nominees for Director, Directors
Continuing in Office, and Executive Officers -- Election of Directors."
FILING OF BENEFICIAL OWNERSHIP REPORTS
The Common Stock of the Company is registered pursuant to Section 12(g)
of the 1934 Act. The officers and directors of the Company and beneficial
owners of greater than 10% of the Company's Common Stock ("10% beneficial
owners") are required to file reports on Forms 3, 4, and 5 with the SEC
disclosing changes in beneficial ownership of the Common Stock. Based on the
Company's review of such ownership reports, no officer, director, or 10%
beneficial owner of the Company failed to file such ownership reports on a
timely basis during the period for the year ending December 31, 1996.
I - INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
Election of Directors
The Company's Board of Directors is presently composed of six members who
are elected for terms of three years, approximately one-third of whom are to
be elected annually in accordance with the bylaws of the Company (the
"Bylaws"). The Bylaws require that approximately one-third of the directors
stand for election each year. At this Meeting, two directors will stand for
election.
It is intended that the persons named in the proxies solicited by the
Board will vote for the election of the named nominees. If any nominee is
unable to serve, the shares represented by all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend. At
this time, the Board knows of no reason why any nominee might be unavailable
to serve.
The following table sets forth each nominee and continuing director's
name, age, the year the director first became a director of the Company, or of
the Bank (whichever is earlier), the year in which the director's current term
will expire, and the number and percentage of shares of the Common Stock
beneficially owned. The following table also sets forth, for all executive
officers and directors as a group and for each executive officer listed in the
Summary Compensation Table under the caption "Director and Executive Officer
Compensation -- Executive Officer Compensation," the number of shares, and the
percentage of the Common Stock beneficially owned.
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Common Stock Beneficial
Year First Term to Owned(2)(3)
Name Age(1) Elected Director Expire Shares %of Class
- ---- ------ ---------------- ------ --------- -------------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2000
Robert L. Savage 53 1990 1997 45,550(4) 6.75
Larry C. Goddard 52 1982 1997 23,465(5) 3.48
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS NOMINEE BE ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE
William J. Rueb 50 1989 1998 32,890(5)(6) 4.87
Lance H. Griggs 39 1989 1998 24,206(5)(6) 3.59
David C. Kellam 74 1978 1999 32,120(5)(6) 4.76
Carl F. Rupp 49 1985 1999 12,367(5)(6) 1.83
All directors and executive officers
of the Company as a group (8 persons) 184,708(7) 27.36
_______________________
(1) As of December 31, 1996.
(2) Unless otherwise indicated, includes all shares held directly by the
named individuals as well as by spouses, minor children in trust, and other
indirect ownership, over which shares the named individual effectively
exercises sole voting and investment power with respect to the indicated
shares.
(3) Includes 4,485 restricted shares awarded to Mr. Savage, 1,794 restricted
shares granted to each non-employee director, and 2,238 restricted shares
awarded to executive officers of the Company who are not directors pursuant to
the Management Stock Bonus Plans ("MSBPs"), which remain unvested. Each
recipient possesses sole voting power and no investment power until such
shares vest.
(4) Includes 20,930 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date.
(5) Includes 7,475 shares of Common Stock subject to options held by each
individual that are exercisable within 60 days of the Voting Record Date.
(6) Excludes 58,910 shares of Common Stock (8.72%) held by the ESOP for which
such individual serves as a plan trustee and exercises shared voting and
investment power. Shares which are unallocated to participating employees
(presently 40,365 shares) and shares which are allocated (presently 18,275
shares) for which no voting directions are received are voted by the plan
trustee. The individuals serving as plan trustee disclaim beneficial
ownership of stock held under the ESOP in a fiduciary capacity.
(7) Includes 66,381 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date held by alldirectors and
executive officers as a group.
The following individuals hold the executive offices in the
Company set forth opposite their names.
Name Age(1) Positions Held With the Company
Robert L. Savage 53 Chief Executive Officer and President
Earl F. Warren, Jr. 46 Senior Vice President
Tommy A. Gardner 49 Vice President and Chief Financial Officer
- -----------------
At December 31, 1996.
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The executive officers of the Company are elected annually and hold
office until their respective successors have been elected and qualified or
until death, resignation, or removal by the Board of Directors.
Biographical Information
The principal occupation of each director, nominee for director, and
executive officer of the Company is set forth below. Unless otherwise noted,
all persons have held their present occupation for the last five years.
Lance H. Griggs is a self-employed dentist in Torrington, Wyoming.
Larry C. Goddard is a self-employed optometrist in Torrington, Wyoming.
David C. Kellam is a retired pharmacist and currently is owner/operator
of the Torrington Turf Farm, Torrington, Wyoming.
William J. Rueb is a Torrington, Wyoming-based partner and director of
Southwest Hide Company, Boise, Idaho, a cattle hide processing and marketing
company.
Carl F. Rupp is owner/operator of a farm in Torrington, Wyoming.
Robert L. Savage has served as President and Chief Executive Officer of
the Company since 1993 and President and Chief Executive Officer of the Bank
since July 1990. Prior to joining the Bank, Mr. Savage was Planning and
Control Division Manager for First Interstate Bancorp, Englewood, Colorado.
Mr. Savage was employed at First Interstate for 18 years at various positions.
Earl F. Warren, Jr. has been Senior Vice President of the Company since
June 1993. He has been employed by the Bank since June 1992 as Senior Vice
President and Senior Loan Officer. From September 1991 to June 1992, Mr.
Warren was Senior Vice President at Gallup Federal Savings and Loan Bank,
Gallup, New Mexico. From December 1985 to August 1991, Mr. Warren held
various positions at Westland Federal Savings and Loan Association, Rawlins,
Wyoming, including President and Chief Executive Officer from August 1990 to
July 1991. Westland Federal Savings and Loan Association was acquired by
Rawlins National Bank in July 1991.
Tommy A. Gardner has been Vice President and Chief Financial Officer of
the Company since June 1993. He has been employed by the Bank since 1979 and
presently serves as Vice President and Chief Financial Officer.
Nominations for Directors
Nominations of candidates for election as directors at any annual meeting
of stockholders may be made (a) by, or at the direction of, a majority of the
Board of Directors or (b) by any stockholder entitled to vote at such annual
meeting. Only persons nominated in accordance with the procedures set forth
in the Articles may be eligible for election as directors at an annual
meeting.
Nominations, other than those made by or at the direction of the Board of
Directors, must be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a stockholder's notice shall be delivered to,
or mailed and received at, the principal executive offices of the Company not
less than 60 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders of the Company. Such stockholder's notice
shall set forth: (a) as to each nominee and the stockholder giving the notice
(i) the name, age, business address and residence address of such person,
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(ii) the principal occupation or employment of such person, (iii) the number
of shares of Common Stock that are beneficially owned (as defined in the
Articles) by such person on the date of such stockholder notice, and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees for election
as directors, pursuant to the 1934 Act, including, but not limited to,
information which would be required to be filed with the SEC; and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Company's books, of such stockholder and any other stockholders known by
such stockholder to be supporting such nominees and (ii) the number of shares
of Common Stock that are beneficially owned by such stockholder on the date
of such stockholder notice and, to the extent known, by any other
stockholders known by such stockholder to be supporting such nominees on the
date of such stockholder notice.
The Board or the presiding officer of the annual meeting may reject any
nomination by a stockholder not timely made in accordance with the
requirements of the Articles. A stockholder may be given the opportunity to
correct a notice not meeting the requirements of the Articles as provided in
Article 7.F.
Meetings and Committees of the Board of Directors
The Company's Board of Directors conducts its business through meetings
of the Board and through activities of the committees of the Company and the
Bank. During the fiscal year ended December 31, 1996, the Board of Directors
of the Company held 12 regular meetings and no special meetings and the Board
of Directors of the Bank held 12 regular meetings and no special meetings. No
director attended fewer than 75% of the total meetings of the Board of
Directors of the Company or the Bank or committees on which such director
served during the fiscal year ended December 31, 1996.
The Audit Committee of the Company consists of Messrs. Goddard, Rueb, and
Griggs. The Audit Committee reviews the actions and reports of the internal
audit department and the independent auditor. The Committee also provides
direction to the internal auditor. The Audit Committee meets as needed, and
met once in 1996.
The Board of Directors acted as the nominating committee to nominate
directors to serve on the Board. While the Board of Directors will consider
nominees recommended by stockholders, it has not actively solicited
recommendations from the Company's stockholders for nominees nor, subject to
the procedural requirements set forth in the Articles of Incorporation and
Bylaws, established any procedures for this purpose. During fiscal year 1996,
the Board of Directors met once as the Nominating Committee.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
Director Compensation
Currently, directors of the Company are not compensated for their
services as a director of the Company. During 1996, each member of the
Board of Directors of the Bank received a fee of $700 per month, and the
Chairman of the Board received an additional fee of $100 per month. Each
outside director received an additional $100 per month to serve on the Board
Loan Committee. This fee was initiated in May of 1996. Additionally,
directors previously received awards under the Stock Option Plan and the
Management Stock Bonus Plans. See "-- Other Compensation." During 1996,
aggregate fees paid to all Directors equaled $54,800.
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Executive Officer Compensation
Generally. The Company has no full time employees, relying upon
employees of the Bank for the limited services required by the Company. All
compensation paid to directors, officers, and employees is paid by the Bank.
The Company and the Bank have entered into an agreement whereby the Bank is
reimbursed by the Company for the use of Bank employees.
Summary Compensation Table. The following table sets forth the name and
compensation of the chief executive officer during the fiscal years ended
December 31, 1996, 1995, and 1994. No other executive officer received cash
compensation in excess of $100,000 during the fiscal years ended December 31,
1996, 1995 and 1994.
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
- --------------------------------------------------- -------------------------
Awards
Securities
Restricted Underlying
Name and Other Annual Stock Options/SARs All Other
Principal Position Year Salary Bonus Compensation(2) Award($)(3) (#)(3) Compensation(4)
- ------------------ ---- ------ ----- --------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Savage 1996 $78,348 $ -- $8,400 $ -- -- $22,126
President and CEO 1996 $78,348 $ -- $8,400 $ -- -- $19,924
1995 $75,120 $ -- $8,400 $ -- -- $16,586
</TABLE>
_______________________
(1) All compensation set forth above was paid by the Bank.
(2) Includes board fees. For fiscal years 1996, 1995, and 1994, there were
no (a) perquisites over the lesser of $50,000 or 10% of any of Mr. Savage's
total salary and bonus for the year; (b) payments of above-market preferential
earnings on deferred compensation; (c) payments of earnings with respect to
long-term incentive plans prior to settlement or maturation; (d) tax payment
reimbursements; or (e) preferential discounts on stock.
(3) At December 31, 1996, the MSBPs held shares of Common Stock subject to
forfeiture for the benefit of Mr. Savage with a fair market value of $55,297
(calculated by multiplying $18.50 per share, the average of the bid and ask
price of the registrant's unrestricted stock on December 31, 1996, by 2,989
shares, the number of shares of Common Stock that remain restricted). See
"--Other Compensation -- Management and Directors Stock Bonus Plans."
(4) Includes employer matching contributions to the Bank's 401(k) for the
years ended December 31, 1996, 1995, and 1994, of $2,349, $2,253, and $2,157,
respectively. Includes allocation of stock under the ESOP of 1,069, 1,071,
and 1,228, shares for the fiscal years 1996, 1995, and 1994 which had a fair
market value of $19,777, $17,671, and $14,429, respectively, based on the
average bid and asked price of the Common Stock at the end of each fiscal
year.
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<PAGE>
Compensation Committee Interlocks and Insider Participation
The entire Board of Directors of the Company, including Robert L. Savage,
President, acts as the Compensation Committee. The committee meets annually
to review the performance of the Bank's officers and employees, and to
determine compensation programs and salary actions for the Bank and its
personnel. Mr. Savage does not participate in committee decisions related to
his salary as President.
Other Compensation
Stock Option Plan. The Company's Board of Directors adopted the Tri-County
Bancorp, Inc. 1993 Stock Option Plan (the "Option Plan"), which was ratified
by stockholders of the Company at the January 27, 1994 special meeting of
stockholders (the "Special Meeting"). Pursuant to the Option Plan, 74,750
shares of Common Stock are reserved for issuance upon exercise of stock
options granted or to be granted to officers, directors, and key employees of
the Company and its subsidiaries from time to time. The purpose of the Option
Plan is to provide additional incentive to certain officers, directors and key
employees by facilitating their purchase of a stock interest in the Company.
The Option Plan, which became effective upon the Reorganization, provides for
a term of eight years for options granted to directors and ten years for all
other options, after which no awards may be made, unless earlier terminated by
the Board of Directors pursuant to the Option Plan. As of the Voting Record
Date, 71,761 options had been granted and 66,381 options were exercisable
within 60 days of such date. No new options were granted during fiscal 1996.
<TABLE>
<CAPTION>
OPTION/SAR EXERCISES AND YEAR END VALUE TABLE
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Value
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs Options/SARs
at FY-End(#) at FY-End ($)(1)(2)
------------------------- -------------------------
Shares Acquired Value
Name on Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert L. Savage -- -- 20,930/0 $177,905/$0
</TABLE>
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(1) Based upon the average bid and asked price of the stock as of December
31, 1996, of $18.50 per share and an exercise price of $10.00 per share.
(2) No stock appreciation rights (SARs) are authorized under the Option Plan.
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Management and Directors Stock Bonus Plans. The Board of Directors of
the Bank adopted two stock bonus plans (the "Management Stock Bonus Plan A"
and the "Management Stock Bonus Plan B," collectively, the "Stock Bonus Plans"
or the "MSBPs") as a method of providing directors, officers, and key
employees of the Bank with a proprietary interest in the Company in a manner
designed to encourage such persons to remain in the employment or service with
the Bank. The Bank contributed sufficient funds to the MSBP Trusts to enable
the MSBP Trusts to purchase 29,900 shares of Common Stock. Awards under the
MSBPs were made in recognition of prior and expected future services to the
Bank of its directors and executive officers responsible for implementation of
the policies adopted by the Board of Directors, the profitable operation of
the Bank, and as a means of providing a further retention incentive and direct
link between compensation and the profitability of the Bank. The MSBPs were
ratified by the stockholders at the Special Meeting. The awards vest at 20%
per year over a five-year period. No additional grants were made in fiscal
1996.
Acceleration in Event of Change in Control. In the case of any change in
control of the Bank or imminent change in control as determined by the
administrative committee of the Option Plan, all outstanding options shall
become immediately exercisable, subject to possible non-objection or approval
of the Office of Thrift Supervision ("OTS") at the time of a change in
control. In addition, if in the event of a change in control, all shares of
restricted stock allocated under the MSBPs shall become unrestricted.
A change in control is defined to include (i) the execution of an
agreement for the sale of all, or a material portion, of the assets of the
Bank; (ii) the execution of an agreement for merger or recapitalization
whereby the Bank is not the surviving entity; (iii) a change of control of the
Bank as otherwise defined by the OTS or its regulations; and (iv) the
acquisition, directly or indirectly, of the beneficial ownership (within the
meaning of Section 13(d) of the 1934 Act and rules and regulations promulgated
thereunder) of 25% or more of the outstanding voting securities of the Bank by
any person, trust, entity or group. An "imminent change in control" is
defined as an offer or announcement, written or oral, by any person or persons
acting as a group, to acquire control of the Bank.
401(k) Salary Deferment Plan. The Bank established in 1992 a tax-
qualified defined contribution salary deferment plan ("401(k) Plan") for the
benefit of its employees. Employees become eligible to participate under the
401(k) Plan after age 18 and completing one year of service. Under the 401(k)
Plan, employees may voluntarily elect to defer up to 10% of compensation, not
to exceed applicable limits under the Code (i.e., $9,500 in 1996). The first
6% of employee savings shall be matched by a Bank contribution of $0.50 for
each $1.00 of employee contribution. Such matching contributions shall be
100% vested following completion of four years of service. Additionally,
the Bank may make a discretionary contribution to the plan for the benefit of
all participants. Such benefits are allocated to participant accounts as a
percentage of base compensation of such participant to the base compensation
of all participants. At the end of each fiscal year, the Board of Directors
determines whether to make a discretionary contribution and the amount of the
contribution to the 401(k) Plan, based upon a number of factors, such as the
Bank's retained income, profits, regulatory capital, and employee performance.
-11-
<PAGE>
<PAGE>
Total contributions to the 401(k) Plan by the Bank for all employees for
the fiscal years ended December 31, 1996, 1995, and 1994 were approximately
$13,569, $11,422, and $12,441, respectively. Future contributions to the
401(k) Plan, and specifically the annual discretionary contribution, may be
reduced or eliminated due to contributions made to the Employee Stock
Ownership Plan, see "-- Employee Stock Ownership Plan," hereunder.
Employee Stock Ownership Plan. The Bank has established an employee stock
ownership plan, the ESOP, for the exclusive benefit of participating
employees. Participating employees are employees who have completed one year
of service with the Bank or its subsidiary and attained age 21. The ESOP is
funded by contributions made by the Bank in cash or the Common Stock.
Benefits may be paid either in shares of the Common Stock or in cash. The
ESOP borrowed funds from the Company with which to acquire 59,800 shares of
the Common Stock. This loan is secured by the shares purchased and earnings
of ESOP assets. The Company financed the ESOP debt directly. Shares
purchased with such loan proceeds are held in a suspense account for
allocation among participants as the loan is repaid. The Bank expensed
$114,197 and $122,253 for the fiscal year ended December 31, 1996 and 1995,
respectively.
Directors Rueb, Rupp, Griggs, and Kellam serve on the committee (the
"ESOP Committee") that administers the ESOP. These Directors also serve as
the ESOP Trustees (the "ESOP Trustees"). The Board of Directors or the ESOP
Committee may instruct the ESOP Trustees regarding investments of funds
contributed to the ESOP. The ESOP Trustees must vote all allocated shares
held in the ESOP in accordance with the instructions of the participating
employees. Unallocated shares and allocated shares for which no timely
direction is received will be voted by the ESOP Trustees as directed by the
Board of Directors or the ESOP Committee, subject to the Trustees fiduciary
duties. As of the Voting Record Date 40,365 shares remain unallocated
under the ESOP.
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return of
the Common Stock of the Company with that of (a) the Nasdaq U.S. total return
index and (b) the Nasdaq bank total return index. The source of these total
indices is SNL Securities. All three investment comparisons assume the
investment of $100 at the market close on September 28, 1993 (the date the
Common Stock was first traded) and the reinvestment of dividends as paid.
The graph provides comparisons as of December 31, 1993, 1994, 1995 and 1996.
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph below. The Company will neither make nor endorse any predictions as to
stock performance.
[GRAPHIC OMITTED]
Period Ending
----------------------------------------------
9/28/93 12/31/93 12/31/94 12/31/95 12/31/96
------- -------- -------- -------- --------
Nasdaq - Total US 100.00 122.50 119.55 172.05 193.04
Nasdaq - Banks 100.00 102.15 99.85 141.21 173.70
Tri-County Bancorp, Inc. 100.00 98.76 98.40 146.55 193.72
-12-
<PAGE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company had no "interlocking" relationships existing on or after
January 1, 1996 in which (i) any executive officer is a member of the Board of
Directors/Trustees of another entity, one of whose executive officers is a
member of the Company's Board of Directors, or where (ii) any executive
officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Company's Board of
Directors.
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. Except
as disclosed below, the loans made to such persons: (a) were made in the
ordinary course of business; (b) were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other Bank customers; and (c) did not involve
more than the normal risk of collectibility or present other unfavorable
features. All loans by the Bank to its directors and executive officers are
subject to OTS regulations restricting loans and other transactions with
affiliated persons of the Bank. Effective August 9, 1989, all such loans must
be made on terms and conditions comparable to those for similar transactions
with non-affiliates. Recent legislation permits savings institutions to make
loans to executive officers, trustees and principal shareholders ("insiders")
on preferential terms, provided the extension of credit is made pursuant to a
benefit or compensation program of the Bank that is widely available to
employees of the Bank or its affiliates and does not give preference to any
insider over other employees of the Bank or affiliate. Loans to executive
officers and directors of the Company, and their affiliates, amounted to
approximately $209,739, or 1.6% of the Company's retained earnings at December
31, 1996.
The following table sets forth the indebtedness of executive officers,
directors, and members of the immediate family of an executive officer or
director who are or were indebted to the Bank at any time since January 1,
1996 in an amount in excess of $60,000 and whose loans, if the loan had been
made after August 9, 1989, would not be in conformity with OTS restrictions.
The information set forth below excludes share loans, which are fully
collateralized by deposit accounts:
<TABLE>
<CAPTION>
Largest Amount
Outstanding Since Balance at Interest
Name and Position Date of Loan Type off Loan December 31, 1995 December 31, 1996 Rate
- ----------------- ------------ ------------- ------------------ ----------------- --------
<S> <C> <C> <C> <C> <C>
Larry C. Goddard, Adjustable
Chairman of the Board November 1983 First Mortgage $62,683 $59,588 Rate*
</TABLE>
___________________
* Rate charged at time of origination was 10.19% and prevailing market
rate was 13.50%. All other loans were made at the prevailing market rate when
originated.
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<PAGE>
<PAGE>
II - RATIFICATION OF APPOINTMENT OF AUDITORS
Dalby, Wendland & Co., P.C. was the Company's independent public
accountant for the fiscal year ending December 31, 1996. The Board of
Directors intends to renew the Company's arrangement with Dalby, Wendland &
Co., P.C. to be its auditors for the fiscal year ending December 31, 1997,
subject to ratification by the Company's stockholders.
In the event the proposed appointment of Dalby, Wendland & Co., P.C. is
not ratified by stockholders, the Board of Directors will consider the vote
obtained and determine what course of action to take. A representative of Dalby,
Wendland, & Co., P.C. will not be present at the meeting.
Ratification of the proposed appointment of the auditors requires the
affirmative vote of a majority of the votes cast by the stockholders of the
Company at the Meeting. The Board of Directors recommends that stockholders
vote "FOR" the ratification of the appointment of Dalby, Wendland & Co., P.C.
as the Company's auditors for the fiscal year ending December 31, 1997.
ANNUAL REPORTS
The audited financial statements of the Company for its fiscal year ended
December 31, 1996, prepared in conformity with generally accepted accounting
principles, are included in the Company's Annual Report to Stockholders, which
accompanies this Proxy Statement. Any stockholder who has not received a copy
of the Annual Report to Stockholders may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as a part of
the Company's proxy solicitation materials or as having been incorporated
herein by reference.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996 required to be filed with the
Securities and Exchange Commission under the 1934 Act. Such written requests
should be directed to Carl F. Rupp, Secretary, 2201 Main Street, Torrington,
Wyoming 82240. The Form 10-KSB is not part of the proxy solicitation
materials.
OTHER MATTERS
The Board of Directors is not aware of any business to come before
the Meeting other than those matters described above in this Proxy Statement,
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies.
STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials
for the Annual Meeting of Stockholders for the fiscal year ending December 31,
1997, any stockholder proposal to take action at such meeting must be received
at the Company's main office at 2201 Main Street, Torrington, Wyoming 82240 no
later than November 28, 1997. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the 1934 Act. If such proposal
is in compliance with all of the requirements of 17 C.R.F. section
240.14a-8 of the Rules and Regulations under the 1934 Act, it will be
included in the proxy statement and set forth on the form of proxy issued
for such annual meeting. It is urged that any such proposals be sent certified
mail, return receipt requested.
-14-
<PAGE>
<PAGE>
MISCELLANEOUS
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of Common Stock. In addition to
solicitations by mail, directors, officers, and regular employees of the
Company may solicit proxies personally or by telegraph or telephone without
payment of additional compensation.
BY ORDER OF THE BOARD OF DIRECTORS
CARL F. RUPP
SECRETARY
Torrington, Wyoming
March 28, 1997
-15-
<PAGE>
<PAGE>
APPENDIX A
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
Tri-County Bancorp, 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 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.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
APPENDIX B
TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
ANNUAL MEETING OF STOCKHOLDERS
April 23, 1997
The undersigned hereby appoints the Board of Directors of Tri-County
Bancorp, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, and to vote
all shares of Common Stock of the Company that the undersigned is entitled to
vote at the Annual Meeting of Stockholders (the "Meeting"), to be held at
Eastern Wyoming College, Room #131-Tebbet Building, 3200 West C Street,
Torrington, Wyoming, on Wednesday, April 23, 1997, at 3:00 p.m. and at any and
all adjournments thereof, as follows:
VOTE FOR VOTE WITHHELD
The election as a director of
all nominees listed below for
3 year terms.
Larry C. Goddard
Robert L. Savage [_] [_]
INSTRUCTIONS: To withhold your vote for any individual nominee,
insert that nominee's name on the line provided below.
- ---------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the appointment
of Dalby, Wendland & Co., P.C. as
auditors the Company for the fiscal year. [_] [_] [_]
In their discretion, such attorneys and proxies are authorized to vote on any
other business that may properly come before the Meeting or any adjournments
thereof. The Board of Directors recommends a vote "FOR" all of the above
listed propositions.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
SIGNED PROXIES WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY
OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE
NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elects to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the stockholder's decision to terminate this proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this proxy by
filing a subsequently dated proxy or by notifying the Secretary of the
Company of his or her decision to terminate this proxy.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of a Notice of the Meeting, a Proxy Statement dated
March 28, 1996, and an Annual Report to Stockholders for the fiscal year ended
December 31, 1996.
Please check here if you
Dated:________________________, 1997 [_] plan to attend the Meeting.
_____________________________________ ____________________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
_____________________________________ ____________________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN
THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
