SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
COMMUNITY 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):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)and O-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 O-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 O-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 22, 1998
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 Sandusky
Street Grill, 1515 North Sandusky Avenue, Bucyrus, Ohio 44820, on Monday,
October 26, 1998 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 26, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Community Investors Bancorp, Inc. (the "Company") will be held at
the Sandusky Street Grill, 1515 North Sandusky Avenue, Bucyrus, Ohio 44820, on
Monday, October 26, 1998 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,
1999; 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 15, 1998 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 22, 1998
==============================================================================
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.
===============================================================================
1
<PAGE>
PROXY STATEMENT
COMMUNITY INVESTORS BANCORP, INC.
119 South Sandusky Avenue
Bucyrus, Ohio 44820
1998 ANNUAL MEETING OF SHAREHOLDERS
October 26, 1998
This Proxy Statement is furnished to holders of common stock, $.0l par
value per share ("Common Stock"), of Community Investors Bancorp, Inc. (the
"Company"), an Ohio corporation which holds all of the outstanding stock of
First Federal Savings and Loan Association of Bucyrus ("First Federal" or the
"Association"). 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 Sandusky Street Grill, 1515 North Sandusky Avenue,
Bucyrus, Ohio 44820, on Monday, October 26, 1998 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 22, 1998.
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 adjoununent thereof and will not be
used for any other meeting.
2
<PAGE>
VOTING
Only shareholders of record at the close of business on September 15,
1998 ("Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 1,266,320 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."
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<PAGE>
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, with the exception of John D. Mizick who has
been nominated by the Board of Directors for the directorship currently held by
Richard L. Cory. Mr. Cory will retire from the Board of Directors upon the
election of his successor, but will continue to serve the Company as a director
emeritus.
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.
<TABLE>
<CAPTION>
Nominees for Directors for Two-Year Term Expiring in 2000
Positions Held in Director
Name Age (1) the Company Since (2)
<S> <C> <C> <C>
John W. Kennedy 57 Director, President and
Managing Officer 1972
David M. Auck 54 Director 1979
Philip E. Harris 49 Director 1992
John D. Mizick 56 * *
</TABLE>
The Board of Directors recommends a vote FOR election of the nominees for
director.
4
<PAGE>
Members of the Board of Directors Continuing in Office
Directors With Terms Expiring in 1999
<TABLE>
<CAPTION>
Positions Held in Director
Name Age (1) the Company Since (2)
<S> <C> <C> <C>
Dale C. Hoyles 60 Chairman of the Board 1974
Thomas P. Moore 70 Director 1991
Brent D. Fissel, D.D.S. 43 Director 1995
</TABLE>
(1) As of June 30, 1998.
(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 or nominee for director 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. In 1998, Mr. Moore retired from his position as the
President and General Manager of Brokensword Broadcasting Co., which owns a
radio station that broadcasts from Bucyrus, Ohio. Mr. Moore had served in that
capacity since 1962. He also serves as chairman of the Personnel Committee.
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.
5
<PAGE>
Richard L. Cory. Mr. Cory is a member of the law partnership of Cory & Cory
located in Bucyrus, Ohio. Mr. Cory plans to retire from the Board of Directors
upon the election of successor to his position, but will continue to serve the
Company as a director emeritus.
Philip E. Harris. Mr. Harris is employed by The Timken Company, a
manufacturer and distributor of tapered roller bearings. His current title is
Manager - Distributing. 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.
John D. Mizick. Mr. Mizick is a certified public accountant who founded
Mizick and Company, Inc., a public accounting firm, in 1972 and is currently its
president and chief executive officer. Mr. Mizick has been nominated to fill the
directorship currently held by Mr. Cory, who is retiring from that position.
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.
6
<PAGE>
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, 1998, the Board of
Directors met 12 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 1998. The Board of Directors of the Company had not established any
committees in fiscal 1998. The Board of Directors of the Association has
established an Executive Committee, an Audit Committee, a Personnel Committee
and a Nominating Committee.
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 1998.
Audit Committee. The Audit Committee, which is appointed by the
Chairman of the Board and consists of Messrs. Auck (who serves as chairman),
Cory 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 1998.
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 1998.
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 three members.
7
<PAGE>
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.
Phillip W. Gerber. Mr. Gerber has served the Association as Vice President
since January 1997. Prior to January 1997, he had served as Vice President of
Farmers Citizens Bank, Bucyrus, Ohio, for 24 years.
8
<PAGE>
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 and nominee for director of the
Company and (iii) all directors and executive officers of the Company and the
Association as a group.
<TABLE>
<CAPTION>
Common stock
Beneficially
Owned as of
Name of September 15, 1998 (1)(2)
Beneficial Owner No. %
<S> <C> <C>
Jeffrey L. Gendell
200 Park Avenue, Suite 3900
New York, New York 10166 76,500 6.0
Community Investors Bancorp, Inc.(3)
Employee Stock Ownership Trust
119 South Sandusky Avenue
Bucyrus, Ohio 44820 131,985 10.4
Directors and Nominee:
David M. Auck (4) 37,224 2.9
Richard L. Cory (5) 19,055 1.5
Philip E. Harris (6) 8,351 *
Brent D. Fissel, D.D.S. (7) 3,125 *
Dale C. Hoyles (8) 19,180 1.5
John W. Kennedy (9) 45,369 3.6
John D. Mizek 1,000 *
Thomas P. Moore (10) 22,976 1.8
All directors and executive officers
of the Company and the Association
as a group (9 persons) 174,357 13.4
</TABLE>
* 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, a
director has sole voting power and sole investment power with respect to
the indicated shares.
9
<PAGE>
(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, 39,277 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 5,625 shares held by Heritage Rentals, a general partnership, and
12,375 shares held in a retirement account. Also includes 664 shares
granted pursuant to the MRP which are scheduled to vest on or prior to
November 1, 1998 and 4,428 shares which may be acquired upon the exercise
of stock options.
(5) Consists of 3,673 shares held by Mr. Cory's spouse, 12,483 shares held in a
retirement account, 664 shares granted pursuant to the MRP which are
scheduled to vest on or prior to November 1, 1998 and 4,428 shares which
may be acquired upon the exercise of stock options.
(6) Two thousand two hundred fifty of the indicated shares are held jointly
with the director's spouse. Also includes 664 shares granted pursuant to
the MRP which are scheduled to vest on November 1, 1998 and 4,428 shares
which may be acquired upon the exercise of stock options.
(7) Includes 2,768 shares which may be acquired upon the exercise of stock
options.
(8) Includes 3,591 shares held by Mr. Hoyles' spouse. Also includes 664 shares
granted pursuant to the MRP which are scheduled to vest on or prior to
November 1, 1998 and 4,428 shares which may be acquired upon the exercise
of stock options.
(9) Includes 16,920 held jointly with the director's spouse, 4,461 shares held
by Mr. Kennedy's spouse, 901 shares held in a retirement account, 6,607
shares which have been allocated to Mr. Kennedy's account in the ESOP,
1,800 shares granted pursuant to the MRP which are scheduled to vest on or
prior to November 1, 1998 and 5,130 shares which may be acquired through
the exercise of stock options.
(10) Includes 1,125 shares held by Mr. Moore's spouse, 664 shares granted
pursuant to the MRP which are scheduled to vest on or prior to November 1,
1998 and 4,428 shares which may be acquired upon the exercise of stock
options.
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<PAGE>
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
For the Other All All
Name and Principal Year ended Annual Other Stock Number Other
Position 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 1998 $74,472 - - - $19,874 - $21,745
President and 1997 72,000 - - - 45,000 - 16,840
Managing Officer 1996 69,336 $4,208 - - 66,000 5,700 14,035
</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, 1998 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 years ended June 30, 1996, June
30, 1997 and June 30, 1998 pursuant to the ESOP based on a per share price
of $6.78 and $7.56 and $10.77, respectively, per share on the date of
allocation. The per share prices for fiscal 1996 and 1997 have been
adjusted to account for stock splits which occurred subsequent to the date
of allocation.
11
<PAGE>
Stock Options
The following table discloses information regarding options exercised
during the year ended June 30, 1998, and held at year-end, by the Chief
Executive Officer.
<TABLE>
<CAPTION>
Number of Options at Number of Options at
June 30, 1998 June 30, 1997 (1)
Shares Acquired Value
Name On Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John W. Kennedy - - 5,130 7,695 $42,399 $63,599
</TABLE>
(1) Based on a per share market price of $14.875 at June 30, 1998.
Compensation of Directors
Board Fees. In fiscal 1998, members of the Board of Directors of the
Association were paid fees semiannually at the rate of $400 per Board of
Directors meeting and $55 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.
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<PAGE>
Severance Agreements
The Company and the Association (collectively the "Employers") have
entered into severance agreements with Messrs. Kennedy, Buckley and Gerber
(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, Buckley and Gerber are $74,472, $61,740 and $61,740,
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
28OG 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
All of the Association's currently outstanding loans to its directors
and executive officers were originally made either (i) 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
13
<PAGE>
transactions with other persons and did not involve more than the normal risk of
collectibility or other unfavorable features or (ii) pursuant to a benefit or
compensation program that is widely available to the employers of the
Association and that does not give preference to any insider of the Association
over other employees of the Association.
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, 1999, 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 1998 and for the fiscal years
ended June 30,1996 and 1998 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, 1999.
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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 1999, must be received at
the principal executive offices of the Company, 119 South Sandusky Avenue,
Bucyrus, Ohio 44820, Attention: Secretary, no later than May 25, 1999. 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, 1998 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.
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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
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