<PAGE>
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
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cummunity Investors 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): (previously paid by wire
transfer)
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
/ / 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 transactions 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>
September 20, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Community Investors Bancorp, Inc. The meeting will be held at the Longshot
Restaurant, 1515 North Sandusky Avenue, Bucyrus, Ohio 44820, on Monday, October
21, 1996 at 2:00 p.m., Eastern Time. The matters to be considered by
shareholders at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting regardless of
the number of shares you own or whether you are able to attend the meeting in
person. We urge you to mark, sign and date your proxy card today and return it
in the envelope provided, even if you plan to attend the Annual Meeting. This
will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend.
We appreciate your support and interest in Community Investors Bancorp, Inc.
Sincerely,
Dale C. Hoyles
Chairman of the Board
<PAGE>
COMMUNITY INVESTORS BANCORP, INC.
119 SOUTH SANDUSKY AVENUE
BUCYRUS, OHIO 44820
(419) 562-7055
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 21, 1996
--------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Community Investors Bancorp, Inc. (the "Company") will be held at
the Longshot Restaurant, 1515 North Sandusky Avenue, Bucyrus, Ohio 44820, on
Monday, October 21, 1996 at 2:00 p.m., Eastern Time, for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect four (4) directors for a two-year term and until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Grant Thornton
LLP as the Company's independent auditors for the year ending June 30, 1997; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other such
business.
The Board of Directors has fixed September 20, 1996 as the voting record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and at any adjournment thereof. Only those shareholders of
record as of the close of business on that date will be entitled to vote at the
Annual Meeting or at any such adjournment.
By Order of the Board of Directors
Richard L. Cory
Secretary
Bucyrus, Ohio
September 20, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY
VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN
WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
PROXY STATEMENT
---------------
COMMUNITY INVESTORS BANCORP, INC.
119 SOUTH SANDUSKY AVENUE
BUCYRUS, OHIO 44820
---------------
1996 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 21, 1996
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of Community Investors Bancorp, Inc. (the
"Company"), an Ohio corporation which acquired all of the outstanding stock of
First Federal Savings and Loan Association of Bucyrus ("First Federal" or the
"Association") in connection with the conversion of the Association from the
mutual to stock form of organization in February 1995 (the "Conversion").
Proxies are being solicited on behalf of the Board of Directors of the Company
to be used at the Annual Meeting of Shareholders ("Annual Meeting") to be held
at the Longshot Restaurant, 1515 North Sandusky Avenue, Bucyrus, Ohio 44820, on
Monday, October 21, 1996 at 2:00 p.m., Eastern Time, and at any adjournment
thereof for the purposes set forth in the Notice of Annual Meeting of
Shareholders. This Proxy Statement is first being mailed to shareholders on or
about September 20, 1996.
The proxy solicited hereby, if properly signed and returned to the Company
and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted for the nominees for director described herein and
for the matters described below and, upon the transaction of such other business
as may properly come before the meeting, in accordance with the best judgment of
the persons appointed as proxies. Any shareholder giving a proxy has the power
to revoke it at any time before it is exercised by (i) filing with the Secretary
of the Company written notice thereof (Richard L. Cory, Secretary, Community
Investors Bancorp, Inc., 119 South Sandusky Avenue, Post Office Box 766,
Bucyrus, Ohio 44820); (ii) submitting a duly executed proxy bearing a later
date; or (iii) appearing at the Annual Meeting and giving the Secretary notice
of his or her intention to vote in person. Proxies solicited hereby may be
exercised only at the Annual Meeting and any adjournment thereof and will not be
used for any other meeting.
<PAGE>
2
VOTING
Only shareholders of record at the close of business on September 10, 1996
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 666,246 shares of Common Stock issued and
outstanding and the Company had no other class of equity securities outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on all
matters properly presented at the meeting except that votes may be cumulated for
the election of directors. Cumulative voting means the right to vote, in person
or by proxy, the number of shares owned by a stockholder for as many persons as
there are directors to be elected (four) and for whose election the stockholder
has a right to vote, or to cumulate votes by giving one candidate as many votes
as the number of such directors to be elected multiplied by the number of such
stockholder's shares shall equal or by distributing such votes on the same
principle among any number of candidates. Any shareholder wishing to cumulate
his or her votes with respect to the election of directors must give notice to
the Secretary of the Company of his or her intention to cumulate his or her vote
and obtain a ballot or proxy from the Secretary of the Company for such purpose.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Annual Meeting. Directors are elected by a plurality of the votes
cast at the Annual Meeting. The affirmative vote of the holders of a majority
of the total votes cast at the Annual Meeting is required for approval of the
proposal to ratify the appointment of the Company's independent auditors.
Abstentions will be counted for purposes of determining the presence of a
quorum at the Annual Meeting. Because of the required votes, abstentions will
not be counted as votes cast for the election of directors and the proposal to
ratify the appointment of the Company's independent auditors and, thus, will
have no effect on the voting for the election of directors and the ratification
of the auditors. Under rules of the New York Stock Exchange, the election of
directors and the proposal to ratify the auditors are considered "discretionary"
items upon which brokerage firms may vote in their discretion on behalf of their
clients if such clients have not furnished voting instructions and for which
there will not be "broker non-votes."
<PAGE>
3
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide that the
Board of Directors of the Company shall be divided into two classes as nearly
equal in number as possible, and that the members of each class are to be
elected for a term of two years and until their successors are elected and
qualified. One class of directors is to be elected annually, and shareholders
of the Company are permitted to cumulate their votes for the election of
directors.
No nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption. All nominees currently
serve as directors of the Company.
Unless otherwise directed, each proxy executed and returned by a
shareholder will be voted for the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand
for election at the time of the Annual Meeting, the proxies will vote for any
replacement nominee or nominees recommended by the Board of Directors. At this
time, the Board of Directors knows of no reason why any of the nominees listed
below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his tenure as a
director of the Company.
NOMINEES FOR DIRECTOR FOR TWO-YEAR TERM EXPIRING IN 1998
POSITIONS HELD IN DIRECTOR
NAME AGE THE COMPANY SINCE (1)
- --------------- ------ -------------------------- ------------
John W. Kennedy 55 Director, President and 1972
Managing Officer
David M. Auck 52 Director 1979
Richard L. Cory 69 Director 1970
Philip E. Harris 47 Director 1992
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF THE NOMINEES FOR
DIRECTOR.
<PAGE>
4
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WITH TERMS EXPIRING IN 1997
POSITIONS HELD IN DIRECTOR
NAME AGE(1) THE COMPANY SINCE (2)
- ----------------------- ------ -------------------------- -----------------
Dale C. Hoyles 58 Chairman of the Board 1974
Thomas P. Moore 68 Director 1991
Brent D. Fissel, D.D.S. 41 Director 1995
- ------------------------
(1) As of June 30, 1996.
(2) Includes service as a director of the Association.
Each of the directors of the Company is also director of the Association.
The business experience of each of the directors for at least the past five
years is as follows:
DALE C. HOYLES. Mr. Hoyles has served as Chairman of the Board of the
Association since 1990 and as one of its directors since 1974. Until his
retirement in November 1994, he was Senior Vice President/Treasurer of Centurion
Financial which is a property and casualty insurance company located in Bucyrus,
Ohio. Mr. Hoyles had been associated with Centurion Financial since 1973.
THOMAS P. MOORE. Mr. Moore is the President and General Manager of
Brokensword Broadcasting Co., which owns a radio station that broadcasts from
Bucyrus, Ohio.
JOHN W. KENNEDY. Mr. Kennedy has served as Managing Officer of the
Association since 1972. He has been employed by the Association since 1969 and
during that time has also served as Secretary and Executive Vice President.
DAVID M. AUCK. Mr. Auck has served as Vice Chairman of the Board of the
Association since 1990. He has been the owner of the Auck-Dostal Agency, an
independent insurance agency, located in Bucyrus, Ohio since 1974. He also
serves as a member of the Association's audit committee.
RICHARD L. CORY. Mr. Cory is a member of the law partnership of Cory &
Cory located in Bucyrus, Ohio.
<PAGE>
5
PHILIP E. HARRIS. Mr. Harris is employed by The Timken Company, a
manufacturer and distributor of tapered roller bearings. He currently is the
Company Manager of International Distribution activities. He also serves the
Association as a member of its Personnel Committee.
BRENT D. FISSEL, D.D.S. Dr. Fissel is a dentist who has had a private
family practice in New Washington, Ohio since 1988. He also serves the
Association as a member of its Personnel Committee and as chairman of the
nominating committee.
SHAREHOLDER NOMINATIONS
Article X, Section D of the Company's Articles of Incorporation governs
nominations for election to the Board and requires all such nominations, other
than those made by the Board, to be made at a meeting of shareholders called for
the election of directors, and only by a shareholder who has complied with the
notice provisions in that section. Shareholder nominations must be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a shareholder's notice must be in writing, delivered or mailed by first
class United States mail, postage prepaid, to the Secretary of the Company not
less than thirty days nor more than sixty days prior to such meeting: PROVIDED,
HOWEVER, that if less than forty days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as prescribed to
the Secretary of the Company not later than the close of the tenth day following
the day on which notice of such meeting was mailed to stockholders.
Each written notice of a shareholder nomination shall set forth: (a) the
name, age, business address and, if known, the residence address of each nominee
proposed in such notice; (b) the principal occupation or employment of each such
nominee; and (c) the number of shares of stock of the Company which are
beneficially owned by each such nominee. In addition, the stockholder making
such nomination shall promptly provide any other information reasonably
requested by the Company.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company and of the Association meet on a
monthly basis. During the fiscal year ended June 30, 1996, the Board of
Directors met 13 times. No director attended fewer than 75% of the total number
of Board meetings or committee meetings on which he served that were held during
fiscal 1996. The Board of Directors of the Company had not established any
committees in fiscal 1996. The Board of Directors of the Association has
established an Executive Committee, an Audit Committee, a Personnel Committee
and a Nominating Committee.
<PAGE>
6
EXECUTIVE COMMITTEE. The Executive Committee is authorized to exercise all
the authority of the Board of Directors in the management of the Association
between Board meetings. The Executive Committee consists of three outside
directors appointed by the Chairman of the Board. If any member is unable to
attend, the Managing Officer may appoint any other director to serve. The
Executive Committee also serves as a Loan Committee that reviews all real estate
loans. The Executive Committee met 51 times in fiscal 1996.
AUDIT COMMITTEE. The Audit Committee, which is appointed by the Chairman
of the Board and consists of Messrs. Auck (who serves as chairman), Kraft and
Moore has the right to inspect and review the records of the Association
associated with its annual audit. The Committee meets annually with the
Association's auditors and then is required to report the results of such
meeting to the full board of directors. The Audit Committee met once during
fiscal 1996.
PERSONNEL COMMITTEE. The Personnel Committee has the responsibility to
review personnel policy and to recommend changes regarding employee salaries,
fringe benefits and related personnel matters. Messrs. Moore (who serves as
chairman), Harris and Fissel are members of the Personnel Committee, which met
once during fiscal 1996.
NOMINATING COMMITTEE. The Nominating Committee makes written nominations
for directors at least 30 days prior to the annual meeting of shareholders. The
committee is appointed by the Chairman of the Board at the Board of Directors'
September meeting and consists of two members.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following sets forth certain information with respect to the executive
officers of the Company and the Association who are not directors, including
their business experience for at least the past five years.
BRIAN R. BUCKLEY. Mr. Buckley has served the Association as a Vice
President and Treasurer since 1979. He has been employed by the Association
since 1974.
<PAGE>
7
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table includes, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) the only persons or
entities, including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended ("1934 Act"), who or which was known
to the Company to be the beneficial owner of more than 5% of the issued and
outstanding Common Stock, (ii) the directors of the Company and (iii) all
directors and executive officers of the Company and the Association as a group.
COMMON STOCK
BENEFICIALLY
NAME OF OWNED AS OF
BENEFICIAL OWNER SEPTEMBER 10, 1996(1)(2)
- ------------------------------------------ --------------------------------
NO. %
--------------- ---------------
Jerome H. Davis and Susan B. Davis 40,000 6.0%
11 Baldwin Farms North
Greenwich, Connecticut 06831
Community Investors Bancorp, Inc.(3) 59,520 8.9
Employee Stock Ownership Trust
119 South Sandusky Avenue
Bucyrus, Ohio 44820
Directors:
David M. Auck 15,877(4) 2.4
Richard L. Cory 8,577(5) 1.3
Philip E. Harris 1,827(6) *
Brent D. Fissel, D.D.S. 100 *
Dale C. Hoyles 6,640(7) *
John W. Kennedy 13,165(8) 2.0
Thomas P. Moore 8,327 1.2
All directors and executive officers 58,893 8.8
of the Company and the Association
as a group (8 persons)
- ------------------------
* Represents less than 1% of the outstanding Common Stock.
(1) For purposes of this table, pursuant to rules promulgated under the 1934
Act, an individual is considered to beneficially own shares of Common Stock
if he or she directly or indirectly has or shares (1) voting power, which
includes the power to vote or to direct the voting of the shares; or (2)
investment power, which includes the power to dispose or direct the
disposition of the shares. Unless otherwise indicated,
<PAGE>
8
a director has sole voting power and sole investment power with respect to
the indicated shares.
(2) Based upon filing made pursuant to the Securities Exchange Act of 1934, as
amended.
(3) The Community Investors Bancorp, Inc. Employee Stock Ownership Trust
("Trust") was established pursuant to the Community Investors Bancorp, Inc.
Employee Stock Ownership Plan ("ESOP") by an agreement between the Company
and Messrs. Hoyles, Kennedy and Buckley, who act as trustees of the plan
("Trustees"). As of the Voting Record Date, 5,905 of the shares of Common
Stock held in the Trust had been allocated to the accounts of participating
employees. Under the terms of the ESOP, the Trustees must vote all
allocated shares held in the ESOP in accordance with the instructions of
the participating employees, and allocated shares for which employees do
not give instructions will be voted in the same ratio on any matter as to
those shares for which instructions are given. Unallocated shares held in
the ESOP will be voted by the ESOP Trustees in accordance with their
fiduciary duties as trustees. The amount of Common Stock beneficially
owned by each individual trustee or all directors and executive officers as
a group does not include the shares held by the Trust.
(4) Includes 2,500 shares held by Heritage Rentals, a general partnership, and
5,500 shares held in a retirement account. Also includes 236 shares
granted pursuant to the MRP which are scheduled to vest on October 23, 1996
and 591 shares which may be acquired upon the exercise of stock options.
(5) Includes 3,625 shares held by Mr. Cory's spouse and 236 shares granted
pursuant to the MRP which are scheduled to vest on October 23, 1996 and 591
shares which may be acquired upon the exercise of stock options.
(6) One thousand of the indicated shares are held jointly with the director's
spouse. Also includes 236 shares granted pursuant to the MRP which are
scheduled to vest on October 23, 1996 and 591 shares which may be acquired
upon the exercise of stock options.
(7) Includes 1,596 shares held by Mr. Hoyles' spouse.
(8) Includes 7,520 held jointly with the director's spouse, 1,983 shares held
by Mr. Kennedy's spouse, 401 shares held in a retirement account, 921
shares which have been allocated to Mr. Kennedy's account in the ESOP, 800
shares granted pursuant to the MRP which are scheduled to vest on October
23, 1996 and 1,140 shares which may be acquired upon the exercise of stock
options.
<PAGE>
9
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by the Association for services rendered in
all capacities during the last three fiscal years to the Chief Executive Officer
of the Association. No other executive officer had total compensation during
the last three fiscal year which exceeded $100,000. The Company currently does
not pay any separate compensation to its executive officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------------------- ---------------------------------------
OTHER ALL ALL
NAME AND PRINCIPAL FOR THE YEAR ANNUAL OTHER STOCK NUMBER OTHER
POSITION ENDED JUNE 30, SALARY BONUS COMPENSATION(1) COMPENSATION GRANTS(2) OPTIONS(3) COMPENSATION(4)
- ------------------ -------------- -------- ----- --------------- ------------ ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Kennedy 1996 $69,336 $ 4,208 $ --- $ --- $66,000 5,700 $13,815
President and 1995 64,800 7,820 --- --- --- --- ---
Managing Officer 1994 68,800 8,511 --- --- --- --- ---
</TABLE>
- -----------------------------
(1) Does not include amounts attributable to miscellaneous benefits received
by the named executive officers. In the opinion of management of the
Association, the costs to the Association of providing such benefits to
the named executive officers during the year ended June 30, 1996 did not
exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(2) Consists of awards granted pursuant to the Company's 1995 Management
Recognition Plan which options vest and are exercisable at the rate of
20% per year over a five-year period commencing on the first anniversary
of the date of the grant.
(3) Consists of awards granted pursuant to the Company's 1995 Stock Option
Plan which options vest and are exercisable at the rate of 20% per year
over a five-year period commencing on the first anniversary of the date
of the grant.
(4) Consists of amounts allocated during the year ended June 30, 1996
pursuant to the ESOP based on a per share price of $15.00 per share on
the date of allocation.
<PAGE>
10
The following table discloses the total options granted to the Chief
Executive Officer during the year ended June 30, 1996:
<TABLE>
<CAPTION>
Number of % of Total
Options Options Granted To
Name Granted Employees(1) Exercise Price(2) Expiration Date
- --------------------- ------------ --------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
John W. Kennedy 5,700 13.5% $14.88 December 20, 2005
</TABLE>
- --------------------
(1) Percentage of options granted to all employees and directors during fiscal
1996.
(2) In all cases, the exercise price was based on the closing market price of a
share of the Company's Common Stock on the date of grant.
The following table disclosed the options exercised for the year ended June
30, 1996, and held at year-end, by the Chief Executive Officer.
<TABLE>
<CAPTION>
Number of Options at Value of Options at
June 30, 1996 June 30, 1996(1)
----------------------------------------- ----------------------------------
Shares Acquired Value
Name On Exercise Realized Exercisable Unexerciseable Exercisable Unexercisable
- ------------------- ----------------- -------------- --------------- ------------------ ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
John W. Kennedy -- -- -- 5,700 -- $684
</TABLE>
- -------------------------
(1) Based on a per share market price of $15.00 at June 30, 1996.
COMPENSATION OF DIRECTORS
BOARD FEES. In fiscal 1996, members of the Board of Directors of the
Association were paid fees semiannually at the rate of $400 per Board of
Directors meeting and $50 per committee meeting. The Chairman of the Board
received a fee of $600 per Board of Directors meeting. Each director is also
paid an annual fee of $50 and is permitted two absences annually without
affecting his directors' fees.
<PAGE>
11
SEVERANCE AGREEMENTS
The Company and the Association (collectively the "Employers") have entered
into severance agreements with Messrs. Kennedy and Buckley (individually an
"Executive Officer"). The Employers have agreed that in the event that the
Executive Officer's employment is terminated as a result of certain adverse
actions which are taken with respect to the Executive Officer's employment
following a Change in Control of the Company or the Association, as defined,
such Executive Officer will be entitled to a cash severance amount equal to 2.99
times his base salary.
A Change in Control is generally defined in the severance agreement to
include (i) the acquisition by any person of 25% or more of the Company's or the
Association's outstanding voting securities and (ii) a change in a majority of
the directors of the Company or the Association during any two-year period
without the approval of at least two-thirds of the persons who were directors of
the Company or the Association, as applicable, at the beginning of such period.
The current base salaries upon which a cash severance payment would be paid to
Messrs. Kennedy and Buckley are $69,336 and $50,832, respectively.
Each severance agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "excess parachute payments" within the meaning of Section
280G of the Code, then such payments and benefits received thereunder shall be
reduced, in the manner determined by the Executive Officer, by the amount, if
any, which is the minimum necessary to result in no portion of the payments and
benefits being non-deductible by the Employers for federal income tax purposes.
Excess parachute payments generally are payments in excess of three times the
base amount, which is defined to mean the recipient's average annual
compensation from the employer includable in the recipient's gross income during
the most recent five taxable years ending before the date on which a change in
control of the employer occurred. Recipients of excess parachute payments are
subject to a 20% excise tax on the amount by which such payments exceed the base
amount, in addition to regular income taxes, and payments in excess of the base
amount are not deductible by the employer as compensation expense for federal
income tax purposes.
Although the above-described severance agreements could increase the cost
of any acquisition of control of the Company or the Association, management of
the Company and the Association does not believe that the terms thereof would
have a significant anti-takeover effect.
INDEBTEDNESS OF MANAGEMENT
FIRREA requires that all loans or extensions of credit to executive
officers and directors must be made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable
<PAGE>
12
features. All of the Association's currently outstanding loans to its directors
and executive officers were originally made in the ordinary course of business
at substantially the same terms, including interest rates and collateral, as
those prevailing at the time of the loans for comparable transactions with other
persons and did not involve more than the normal risk of collectability or other
unfavorable features.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Grant Thornton,
independent certified public accountants, to perform the audit of the Company's
financial statements for the year ending June 30, 1997, and further directed
that the selection of auditors be submitted for ratification by the stockholders
at the Annual Meeting.
The Company has been advised by Grant Thornton that neither that firm nor
any of its associates has any relationship with the Company or its subsidiaries
other than the usual relationship that exists between independent certified
public accountants and clients. Grant Thornton will have one or more
representatives at the Annual Meeting who will have an opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions.
For each of the years in the three-year period ended June 30, 1995, the
Association's financial statements were audited by Ernst & Young LLP. The
services of Ernst & Young LLP were discontinued in May 1996 and Grant Thornton
was engaged in May 1996 and remains as the Company's independent auditors. The
decision to change auditors was approved by the Board of Directors.
Accordingly, the Association's financial statements at June 30, 1995 and 1994
and for each of the three fiscal years ended June 30, 1995 were audited by Ernst
& Young LLP, and the financial statements at June 30, 1996 and for the fiscal
year ended June 30, 1996 were audited by Grant Thornton.
For the fiscal year ended June 30, 1995, 1994 and 1993 and up to the date
of the discontinuation of services of Ernst & Young LLP, there were no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Ernst & Young LLP, would have caused it
to make a reference to the subject matter of the disagreement in connection with
its reports.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF GRANT THORNTON AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
JUNE 30, 1997.
<PAGE>
13
SHAREHOLDER PROPOSALS
Any proposal which a shareholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of shareholders of
the Company, which is scheduled to be held in October 1997, must be received at
the principal executive offices of the Company, 119 South Sandusky Avenue,
Bucyrus, Ohio 44820, Attention: Richard L. Cory, Secretary, no later than May
23, 1997. If such proposal is in compliance with all of the requirements of
Rule 14a-8 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 of shareholders.
It is urged that any such proposals be sent certified mail, return receipt
requested.
Shareholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the 1934 Act may be
brought before an annual meeting pursuant to Article X, Sections D and E of the
Company's Code of Regulations, which provides that business at an annual meeting
of shareholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, or
(b) otherwise properly brought before the meeting by a shareholder. For
business to be properly brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Company not less
than 90 days prior to the anniversary date of the mailing of proxy materials by
the Company for the immediately preceding annual meeting. A shareholder's
notice must set forth as to each matter the shareholder proposes to bring before
an annual meeting (a) a brief description of the business desired to be brought
before the annual meeting, (b) the name and address, as they appear on the
Company's books, of the shareholder proposing such business, (c) the class and
number of shares of Common Stock of the Company which are beneficially owned by
the shareholder, and (d) any material interest of the shareholder in such
business. No shareholder proposals were received by the Company in connection
with the Annual Meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Shareholders for the year ended
June 30, 1996 accompanies this Proxy Statement. Such annual report is not part
of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
SHAREHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE 1934
ACT. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO BRIAN R. BUCKLEY, COMMUNITY
INVESTORS BANCORP, INC., P.O. BOX 766, 119 SOUTH SANDUSKY AVENUE, BUCYRUS, OHIO
44820. THE FORM 10-K IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
<PAGE>
14
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than the matters described above in this Proxy Statement. However, if any
other matters should properly come before the meeting, it is intended that the
proxies solicited hereby will be voted with respect to those other matters in
accordance with the judgment of the persons voting the proxies.
The cost of the 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 the proxy
materials to the beneficial owners of the Company's Common Stock. In addition
to solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
<PAGE>
REVOCABLE PROXY
COMMUNITY INVESTORS BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF COMMUNITY
INVESTORS BANCORP, INC. FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
ON OCTOBER 21, 1996 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of Community
Investors Bancorp, Inc. (the "Company"), as proxies, each with power to appoint
his substitute, and hereby authorizes them to represent and vote, as designated
below, all the shares of Common Stock of the Company held of record by the
undersigned on September 10, 1996 at the Annual Meeting of Shareholders to be
held at the Longshot Restaurant, located at 1515 North Sandusky Avenue, Bucyrus,
Ohio 44832, on Monday, October 21, 1996 at 2:00 p.m., Eastern Time, and any
adjournment thereof.
1. ELECTION OF DIRECTORS FOR TWO-YEAR TERM
/ / FOR all nominees listed below / / WITHHOLD authority to
(except as marked to the vote for all nominees
contrary below) listed below
Nominees for two-year term expiring in 1998:
John W. Kennedy; David M. Auck; Richard L. Cory; and Philip E. Harris.
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
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2. PROPOSAL TO RATIFY THE APPOINTMENT by the Board of Directors of Grant
Thornton LLP as the Company's independent auditors for the year ending June 30,
1997.
/ / FOR / / AGAINST / /ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO
THE BOARD OF DIRECTORS, FOR THE PROPOSAL SPECIFIED IN ITEM 2 AND OTHERWISE AT
THE DISCRETION OF THE PROXIES. IN THE DISCRETION OF THE PROXIES, SHARES
REPRESENTED BY THIS PROXY MAY BE VOTED CUMULATIVELY WITH RESPECT TO THE ELECTION
OF THE NOMINEES FOR DIRECTOR LISTED HEREIN. YOU MAY REVOKE THIS PROXY AT ANY
TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
Date: _______________, 1996
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Signature
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Signature
PLEASE SIGN THIS PROXY EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY. WHEN
SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE. WHEN SHARES ARE HELD
JOINTLY, ONLY ONE HOLDER NEED SIGN.
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PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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