April 2, 1999
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 the main office of Tri-County Federal Savings Bank
located at 2201 Main Street, Torrington, Wyoming, on Wednesday, April 28, 1999
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
<PAGE>
TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 28, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Tri-County Bancorp, Inc. (the "Company"), will be held at the main
office of Tri-County Federal Savings Bank, 2201 Main Street, Torrington,
Wyoming, on Wednesday, April 28, 1999, 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, 1999; 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 26, 1999, 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
/s/CARL F. RUPP
SECRETARY
Torrington, Wyoming
April 2, 1999
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>
PROXY STATEMENT
OF
TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1999
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 the main office of Tri-County Federal Savings Bank, 2201 Main Street,
Torrington, Wyoming, on Wednesday, April 28, 1999, at 3:00 p.m. The accompanying
Notice of Meeting and this Proxy Statement are being first mailed to
stockholders on or about April 2, 1999.
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 26, 1999 (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 878,789 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.
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.
<PAGE>
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.
Percent of
Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding(1)
- ------------------------------------ -------------------- ---------------
Tri-County Federal Savings Bank 117,820(2) 13.41%
Employee Stock Ownership Plan
2201 Main Street
Torrington, Wyoming 82240
Robert L. Savage 96,143(3)(4) 9.64%
112 Linda Vista
Torrington, Wyoming 82240
Friedlander & Co., Inc. 76,200(3)(5) 8.67%
Theodore Friedlander, III
322 East Michigan Street, Suite 402
Milwaukee, Wisconsin 53202
David C. Kellam 64,240(3)(6) 6.44%
P.O. Box 777
Torrington, WY 82240
The Burton Partnership 64,000(3) 7.28%
P.O. Box 4643
Jackson, WY 83001
- --------------------------------
(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) Includes 38,860 shares of Common Stock subject to options exercisable
within 60 days of the Voting Record Date. Includes 5,000 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 12,135 shares of Common Stock
held by the ESOP but allocated to the account of Mr. Savage.
(5) 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.
(6) Includes 14,950 shares of Common Stock subject to options exercisable
within 60 days of the Voting Record Date. Includes 23,110 shares of Common
Stock held by the spouse of Mr. Kellam which he may be deemed to
beneficially own.
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, 1998.
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 Common Stock
beneficially owned as of the voting record date. 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 Common Stock beneficially owned.
<PAGE>
<TABLE>
<CAPTION>
Common Stock Beneficially
Year First Term to Owned (2)(3)
Name Age(1) Elected Director Expire Shares % of Class
- ----------------- ------ ---------------- ------- ----------- -----------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2001
<S> <C> <C> <C> <C> <C>
David C. Kellam 76 1978 1999 64,240(3)(6) 6.44
Carl F. Rupp 51 1985 1999 24,734(4)(6) 2.48
THE BOARD OF DIRECTORS RECOMMENDS THAT ITS NOMINEE BE ELECTED AS DIRECTORS
DIRECTORS CONTINUING IN OFFICE
Robert L. Savage 55 1990 2000 96,143(5) 9.64
Larry C. Goddard 54 1982 2000 36,558(3) 3.67
William J. Rueb 52 1989 2001 10,913(6) 1.09
Lance H. Griggs 41 1989 2001 49,212(3)(6) 4.94
All directors and executive officers 320,765(7) 32.18
of the Company as a group (8 persons)
persons)
</TABLE>
- -----------------------
(1) As of December 31, 1998.
(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 14,950 shares of Common Stock subject to options held by each
individual that are exercisable within 60 days of the Voting Record Date.
(4) Includes 7,475 shares of Common Stock subject to options held by Mr. Rupp
that are exercisable within 60 days of the Voting Record Date.
(5) Includes 38,860 shares of Common Stock subject to options exercisable
within 60 days of the Voting Record Date. Includes 5,000 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 12,135 shares of Common Stock
held by the ESOP but allocated to the account of Mr. Savage.
(6) Excludes 117,820 shares of Common Stock (13.41%) 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 67,204 shares) and shares which are allocated (presently 50,616
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 118,097 shares of Common Stock subject to options that are
exercisable within 60 days of the Voting Record Date held by all directors
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 55 Chief Executive Officer and President
Earl F. Warren, Jr. 48 Senior Vice President
Tommy A. Gardner 51 Vice President and Chief Financial Officer
- -------------------------
(1) At December 31, 1998.
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.
<PAGE>
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 employed at First
Interstate Bancorp and First Interstate Bank of Denver 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, (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, 1998, 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, 1998.
<PAGE>
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 1998.
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 1998, 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 1998, 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. Additionally,
directors previously received awards under the Stock Option Plan and the
Management Stock Bonus Plans. See "-- Other Compensation." During 1998,
aggregate fees paid to all directors equaled $57,600.
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, 1998, 1997 and 1996. No other executive officer received cash
compensation in excess of $100,000 during the fiscal years ended December 31,
1998, 1997 and 1996.
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
- -------------------------------------------------- ------------------------------------
Awards
Securities
Restricted Underlying
Name and Other Annual Stock Options/SARs All Other
Principal Position Year Salary Bonus Compensation(2) Award($) (#) Compensation(3)
- ------------------ ---- ------ ------ --------------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Savage 1998 $86,861 $4,331 $8,400 $ -- -- $36,107
President and CEO 1997 $82,855 $4,114 $8,400 $ -- -- $37,051
1996 $78,348 $ -- $8,400 $ -- -- $22,126
</TABLE>
- -----------------------
(1) All compensation set forth above was paid by the Bank.
(2) Includes board fees. For fiscal years 1998, 1997, and 1996, 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) Includes employer matching contributions to the Bank's 401(k) for the years
ended December 31, 1998, 1997, and 1996 of $2,598, $2,468, and $2,349,
respectively. Includes allocation of stock under the ESOP of 2,458, 2,385,
and 2,138 shares for the fiscal years 1998, 1997, and 1996, which had a
fair market value of $31,954, $34,583, and $19,777, respectively, based on
the average bid and asked price of the Common Stock at the end of each
fiscal year.
<PAGE>
Employment Agreements. In January 1998, the Bank entered into an
employment agreement with Robert L. Savage, President of the Bank ("Agreement").
The Agreement is for a term of three years. Mr. Savage's minimum base
compensation under the Agreement is $84,492. Under the Agreement, Mr. Savage's
employment may be terminated by the Bank for "just cause" as defined in the
Agreement. In the event there was an involuntary termination of employment in
connection with any change in control of the Bank during the term of the
agreement, Mr. Savage is entitled to be paid in a lump sum an amount equal to
1.5 times his base salary in effect at the time of the change in control. The
Bank also entered into employment agreements with two executive officers of the
Bank, with terms of three years and severance protection upon a termination of
employment following a change in control with such payment equaling one times
the current base compensation of such individuals. Upon a change in control,
payment to all executive officers as a group (three persons) as of December 31,
1998, would have equaled approximately $265,000 (assuming the agreements were in
effect at that time).
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"), that was ratified by
stockholders of the Company at the January 27, 1994 special meeting of
stockholders (the "Special Meeting"). Pursuant to the Option Plan, 149,500
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 completion of the Bank's mutual to
stock conversion, provides for a term of eight years for options granted to non
employee 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, 118,097 options had been granted and
were exercisable within 60 days of such date. During fiscal 1998, 25,425 options
were exercised. No new options were granted.
<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 -- -- 38,860/0 $310,880/$0
</TABLE>
- -----------------
(1) Based upon the average bid and asked price of the stock as of December 31,
1998, of $13.00 per share and an exercise price of $5.00 per share.
(2) No stock appreciation rights (SARs) are authorized under the Option Plan.
<PAGE>
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 59,800 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 a
Special Meeting. The awards vested at 20% per year over a five-year period. All
awards under the MSBP have been made.
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.
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.
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 119,600 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 $133,524, $126,553, and $114,197 for the fiscal years
ended December 31, 1998, 1997 and 1996, 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 56,810 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
return indices is CTA Stock Performance Charting Services. 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, 1996, 1997 and 1998.
<PAGE>
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]
<TABLE>
<CAPTION>
Total Return Analysis
12/31/9 12/30/94 12/29/95 12/31/96 12/31/97 12/31/98
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Tri-County Bancorp $100.00 $ 97.59 $140.44 $157.40 $270.04 $260.55
Nasdaq Banks $100.00 $101.11 $149.44 $193.41 $322.22 $289.16
Nasdaq Composite $100.00 $ 96.80 $136.47 $167.90 $205.08 $287.51
</TABLE>
Source: Carl Thompson Associates www.ctaonline.com (800)
959-9677. Data from Bloomberg Financial Markets.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company had no "interlocking" relationships existing on or after
January 1, 1998 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.
<PAGE>
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 $159,494 or 1.53%
of the Company's retained earnings at December 31, 1998.
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, 1998. 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, 1999, 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, 1999.
ANNUAL REPORTS
The audited financial statements of the Company for its fiscal year ended
December 31, 1998, 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, 1998 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, P.O. Box 1057, 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.
<PAGE>
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,
1999, 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 23, 1999. 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.F.R. ss. 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.
In the event the Company receives notice of a stockholder proposal to take
action at next year's annual meeting of stockholders that is not submitted for
inclusion in the Company's proxy material, or is submitted for inclusion but is
properly excluded from the proxy material, the persons named in the proxy sent
by the Company to its stockholders intend to exercise their discretion to vote
on the stockholder proposal in accordance with their best judgment if notice of
the proposal is not received at the Company main office by February 26, 2000.
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
/s/CARL F. RUPP
SECRETARY
Torrington, Wyoming
April 2, 1999
<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
[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>
TRI-COUNTY BANCORP, INC.
2201 MAIN STREET
TORRINGTON, WYOMING 82240
(307) 532-2111
ANNUAL MEETING OF STOCKHOLDERS
April 28, 1999
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 the
main office of Tri-County Federal Savings Bank, 2201 Main Street, Torrington,
Wyoming, on Wednesday, April 28, 1999, at 3:00 p.m. and at any and all
adjournments thereof, as follows:
VOTE FOR VOTE WITHHELD
1. The election as a director of all nominees listed below for 3 year terms.
David C. Kellam
Carl F. Rupp |_| |_|
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 1999.
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>
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
April 2, 1999, and an Annual Report to Stockholders for the fiscal year ended
December 31, 1998.
Please check here if you
Dated: , 1999 |_| 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.
