<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MSB Financial, 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] $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 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> 2
[MSB FINANCIAL, INC. LETTERHEAD]
September 27, 1996
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of MSB Financial,
Inc. (the "Corporation"), we cordially invite you to attend the Annual Meeting
of Shareholders of the Corporation. The meeting will be held at 10:30 a.m.
local time, on October 22, 1996 at the Talk `O' the Towne restaurant, located
at 826 West Michigan Avenue, Marshall, Michigan. This annual meeting will
include management's report to you on the Corporation's 1996 financial and
operating performance.
An important aspect of the annual meeting process is the annual
shareholder vote on corporate business items. I urge you to exercise your
rights as a shareholder to vote and participate in this process.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, PLEASE READ THE ENCLOSED PROXY STATEMENT AND THEN
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING
POSTPAID RETURN ENVELOPE PROVIDED AS PROMPTLY AS POSSIBLE. This will save the
Corporation additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Your Board of Directors and management are committed to the continued
success of MSB Financial, Inc., and the enhancement of your investment. As
President and Chief Executive Officer, I want to express my appreciation for
your confidence and support.
Very truly yours,
/s/ CHARLES B. COOK
--------------------------------------
CHARLES B. COOK
President and Chief Executive Officer
<PAGE> 3
MSB FINANCIAL, INC.
107 North Park Street
Marshall, Michigan 49068
(616) 781-5103
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on October 22, 1996
Notice is hereby given that the Annual Meeting of Shareholders of MSB
Financial, Inc. (the "Corporation") will be held at the Talk `O' the Towne
restaurant, located at 826 West Michigan Avenue, Marshall, Michigan, on
October 22, 1996, at 10:30 a.m. local time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of Crowe, Chizek and
Company LLP as independent auditors for the Corporation for
the fiscal year ending June 30, 1997; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposal at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Shareholders of record at the close of business on September 20,
1996, are the shareholders entitled to vote at the Meeting, and any
adjournments thereof. A complete list of shareholders entitled to vote at the
Meeting will be available for inspection by shareholders at the offices of the
Corporation during the ten days prior to the Meeting as well as at the Meeting.
You are requested to complete, sign and date the enclosed form of
Proxy which is solicited on behalf of 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.
By Order of the Board of Directors
/s/ Charles B. Cook
-------------------------------------
Charles B. Cook
President and Chief Executive Officer
Marshall, Michigan
September 27, 1996
_______________________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
PRE-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
________________________________________________________________________________
<PAGE> 4
MSB FINANCIAL, INC.
107 North Park Street
Marshall, Michigan 49068
(616) 781-5103
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 22, 1996
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of MSB Financial, Inc. (the "Corporation")
of proxies to be used at the Annual Meeting of Shareholders of the Corporation
(the "Meeting"), to be held at the Talk `O' the Towne restaurant, located at
826 West Michigan Avenue, Marshall, Michigan, on October 22, 1996, at 10:30
a.m. local time, and all adjournments of the Meeting. The accompanying Notice
of Meeting and this Proxy Statement are first being mailed to shareholders on
or about September 27, 1996. Certain of the information provided herein
relates to Marshall Savings Bank, F.S.B. (the "Bank"), a wholly-owned
subsidiary and predecessor of the Corporation.
At the Meeting, shareholders of the Corporation are being asked to
consider and vote upon the election of three directors of the Corporation and
to ratify the appointment of Crowe, Chizek and Company LLP as the Corporation's
independent auditors for the fiscal year ending June 30, 1997.
VOTING RIGHTS AND PROXY INFORMATION
All shares of Corporation common stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the nominees and the
adoption of the proposal set forth in this Proxy Statement. The Corporation
does not know of any matters, other than as described in the Notice of Annual
Meeting of Shareholders, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the persons named in
the enclosed form of proxy and acting thereunder will have the discretion to
vote on such matters in accordance with their best judgment.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. In all matters other than the election of directors,
the affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the matter shall be the act of
the shareholders.
Proxies marked to abstain have the same effect as votes against the
proposal, while broker non-votes have no effect on the vote. One-third of the
shares of the Common Stock present, in person or represented by proxy, shall
constitute a quorum for purposes of the Meeting. Abstentions and broker
non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) duly executing and
delivering to the Secretary of the Corporation a later proxy relating to the
same shares prior to the exercise of such proxy, (ii) filing with the Secretary
of the Corporation at or before the Meeting a written notice of revocation
bearing a later date than the proxy, or (iii) attending the Meeting and voting
in person (although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). Any written notice revoking a proxy should
be delivered to Mary LaFountain, Secretary, MSB Financial, Inc., 107 North Park
Street, Marshall, Michigan 49068.
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on September 20,
1996 ("Voting Record Date") will be entitled to one vote for each share then
held. As of the Voting Record Date, the Corporation had 653,601 shares of
Common Stock issued and outstanding. The following table sets forth, as of the
Voting Record Date, information regarding share ownership of: (i) those persons
or entities known by management to beneficially own more than five percent of
the Corporation's Common Stock and (ii) all directors and executive officers as
a group. See "Proposal I -Election of Directors" for information regarding
share ownership of the Corporation's Directors and Chief Executive Officer.
<TABLE>
<CAPTION>
SHARES PERCENT
BENEFICIALLY OF
BENEFICIAL OWNERS OWNED CLASS
- - ----------------------------------- ----------- ---------
<S> <C> <C>
MSB Financial, Inc. Employee Stock Ownership Plan 57,761 8.84%
107 North Park Street
Marshall, Michigan 49068(1)
Directors and executive officers of the Corporation and 135,487 20.48%
the Bank as a group (7 persons)(2)
-------------------------------------------------------------------
</TABLE>
(1) Represents shares held by the MSB Financial, Inc. Employee Stock
Ownership Plan (the "ESOP"), 12,621 shares of which have been allocated to
accounts of participants. First Bankers Trust Company, N.A., Quincy,
Illinois, as the trustee of the ESOP, may be deemed to beneficially own the
shares held by the ESOP which have not been allocated to the accounts of
participants. Pursuant to the terms of the ESOP, participants in the ESOP
have the right to direct the voting of shares allocated to participant
accounts.
(2) Includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, held in a fiduciary
capacity, held by certain of the group members' families, or held by trusts
of which the group member is a trustee or substantial beneficiary, with
respect to which shares the group member may be deemed to have sole or
shared voting and/or investment powers. This amount also includes options
to purchase 7,942 shares of Common Stock granted to directors and executive
officers which are either currently exercisable or excisable within 60 days
of the Voting Record Date.
PROPOSAL I -- ELECTION OF DIRECTORS
The Corporation's Board of Directors is composed of seven members.
Approximately one-third of the directors are elected annually to serve for a
three-year term or until their respective successors are elected and qualified.
The following table sets forth certain information, as the Voting
Record Date, regarding the composition of the Corporation's Board of Directors,
including each director's term of office. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified in
the following table. It is intended that the proxies solicited on behalf of
the Board of Directors (other than proxies in which the vote is withheld as to
a nominee) will be voted at the Meeting FOR the election of the nominees
identified below. If a nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute nominee as
the Board of Directors may recommend. At this time, the Board of Directors
knows of no reason why a nominee might be unable to serve if elected. Except
as disclosed herein, there are no arrangements or understandings between any
nominee and any other person pursuant to which the nominee was selected.
2
<PAGE> 6
<TABLE>
<CAPTION>
TERM SHARES PERCENT
POSITION(S) HELD DIRECTOR TO BENEFICIALLY OF
NAME AGE(1) IN THE CORPORATION SINCE(2) EXPIRE OWNED(3) CLASS
- - ------------------- ------ ------------------- -------- ------ ------------ -------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
Charles B. Cook 48 President and Chief Executive 1974 1996 34,742 5.29%
Officer
Karl F. Loomis 48 Director 1995 1999 3,166 .48%
J. Thomas Schaeffer 51 Director 1989 1996 22,191 3.39%
DIRECTORS CONTINUING IN OFFICE
Richard L. Dobbins 51 Director 1979 1997 23,366 3.57%
Martin L. Mitchell 45 Director 1986 1997 24,166 3.69%
Aart VanElst 92 Chairman of the Board 1967 1998 4,966 .76%
John W. Yakimow 56 Director 1980 1998 22,890 3.50%
- - -------------------------------
</TABLE>
(1)At June 30, 1996.
(2)Includes service as a director of the Bank.
(3)Amounts include shares held directly and jointly with family members, as
well as shares which are held in retirement accounts, held in a fiduciary
capacity, held by certain members of the director's family, or held by
trusts of which the director is a trustee or substantial beneficiary, with
respect to which shares the respective directors may be deemed to have sole
or shared voting and/or investment powers. Also included are options to
purchase 722 shares and 3,610 shares of Common Stock granted under the 1995
Stock Option and Incentive Plan (the "Stock Option Plan") to each
non-employee director and to President Cook, respectively, which are
exercisable within 60 days of the Voting Record Date.
The business experience of each director of the Corporation for at
least the past five years is set forth below.
CHARLES B. COOK. Mr. Cook is President and Chief Executive Officer
of the Corporation and the Bank. He has served in such capacities with the
Corporation since its incorporation in September 1994. Mr. Cook has been
employed by the Bank since 1973 and was named Chief Executive Officer of the
Bank in 1974. In 1980 he was named President of the Bank.
DR. KARL F. LOOMIS. Dr. Loomis has been a laboratory director and
pathologist since 1983 at Regional Medical Laboratories, Inc., a laboratory
testing facility located in Battle Creek, Michigan. Dr. Loomis has served as
President and Chief Executive Officer of Regional Medical Laboratories, Inc.
since 1987.
J. THOMAS SCHAEFFER. Mr. Schaeffer is a partner in the law firm of
Schaeffer, Meyer & MacKenzie located in Marshall, Michigan. Mr. Schaeffer's
law firm acts as general counsel to the Bank.
RICHARD L. DOBBINS. Mr. Dobbins is a partner in the law firm of
Dobbins, Beardslee & Grinage, P.C., with offices in Marshall and Concord,
Michigan. Mr. Dobbins' law firm may act as counsel to the Bank.
MARTIN L. MITCHELL. Mr. Mitchell is the Vice President of Program,
Starr Commonwealth, a human services organization located in Albion, Michigan.
Mr. Mitchell joined Starr in 1970.
AART VANELST. Mr. VanElst has been Chairman of the Board of Directors
of the Corporation since April 1995. Mr. VanElst is a retired oil jobber,
having owned several retail service stations and a fuel oil delivery business
in the Marshall area. Mr. VanElst retired in 1979.
JOHN W. YAKIMOW. Mr. Yakimow is the General Manager of Corporate
Research and Development at Eaton Corporation located in Marshall, Michigan.
Mr. Yakimow has been employed by Eaton since 1971.
3
<PAGE> 7
MEETINGS AND COMMITTEES OF THE BOARDS OF DIRECTORS
Meetings and Committees of the Corporation. Meetings of the
Corporation's Board of Directors are generally held on a monthly basis. For
the fiscal year ended June 30, 1996, the Board of Directors met 14 times.
During fiscal 1996, no incumbent director of the Corporation attended fewer
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings held by the committees of the Board of Directors on which
they served.
The Board of Directors of the Corporation has standing Executive,
Audit, Compensation and Nominating Committees.
The Corporation's Executive Committee generally acts in lieu of the
full Board of Directors between board meetings. This committee is responsible
for formulating and implementing policy decisions, subject to review by the
entire Board of Directors. The Executive Committee is composed of President
Cook and Directors VanElst and Dobbins. The Executive Committee did not meet
during fiscal 1996.
The Corporation's Audit Committee is responsible for the review of the
Corporation's annual audit report prepared by the Corporation's independent
auditors. The review includes a detailed discussion with the independent
auditors and recommendation to the full Board concerning any action to be taken
regarding the audit. All non-employee directors of the Corporation serve on
this Committee. In fiscal 1996, this committee did not meet at the Corporation
level; however, the subsidiary Bank's audit committee, which serves the same
function and has the identical makeup, met twice during fiscal 1996.
The Compensation Committee is currently composed of Directors Dobbins,
Loomis, Mitchell, Schaeffer and Yakimow. This Committee is responsible for
administering the Stock Option Plan and Recognition and Retention Plan (the
"RRP"). This Committee met twice during fiscal 1996.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Nominations of persons for
election to the Board of Directors may be made only by or at the direction of
the Board of Directors or by any shareholder entitled to vote for the election
of directors who complies with the notice procedures set forth in the Bylaws of
the Corporation. Pursuant to the Corporation's Bylaws, nominations by
shareholders must be delivered in writing to the Secretary of the Corporation
at least 30 days prior to the date of the annual meeting.
Meetings and Committees of the Bank. The Bank's Board of Directors
meets at least monthly and held 13 meetings during the fiscal year ended June
30, 1996. During fiscal 1996, no incumbent director of the Bank attended fewer
than 75% of the aggregate of the total number of Board meetings and the total
number of meetings held by the committees of the Board of Directors on which he
served.
The principal standing committees of the Bank are Executive,
Compensation and Nominating. The Bank also has other committees which meet as
needed to review various other functions of the Bank.
The Bank's Executive Committee meets as needed to exercise the powers
of the full Board of Directors between Board meetings, except that this
committee does not have the authority of the Board to amend the charter or
bylaws, adopt a plan of merger, consolidation, dissolution or provide for the
disposition of all or substantially all of the property and assets of the Bank.
The Executive Committee is composed of President Cook and Directors VanElst and
Dobbins. The Executive Committee did not meet during fiscal 1996.
The Bank's Compensation Committee, consisting of all the Bank's
non-employee directors, establishes compensation for the officers and employees
of the Bank. The Compensation Committee met twice during fiscal 1996.
The Nominating Committee reviews the terms of the directors and makes
nominations for directors to be voted on by members. The committee generally
meets once a year and currently consists of Directors VanElst, Dobbins and
Yakimow.
4
<PAGE> 8
DIRECTOR COMPENSATION
Non-employee directors of the Corporation and the Bank receive
compensation for their service as directors. The Corporation paid its
non-employee directors a $300 monthly retainer, plus additional fees of $200
for each regular and special board meeting attended during fiscal 1996. During
the same period, the Bank's non-employee directors received a $300 monthly
retainer, plus additional fees of $450 (except for the Chairman of the Board
who received $500) and $250 for each regular and special board meeting
attended, respectively. Each non-employee Bank board member was also paid an
additional $75 for each committee meeting attended, except for attendance at
Nominating Committee meetings for which no fees are paid. President Cook, did
not receive any compensation for his service on the Boards of Directors of the
Corporation or Bank during fiscal 1996.
The Corporation has entered into Deferred Fee Agreements ("DFA") with
certain of its non-employee directors. Under the DFAs, each non-employee
director may make an annual election to defer receipt of all or a portion of
his monthly director fees into a deferral account established by the
Corporation on its books. The deferred amounts allocated to the deferral
account will be credited with interest at the rate equal to the rate on high
grade long-term bonds. The DFAs are unfunded, non-qualified agreements which
provide for distribution of the amount deferred upon retirement, disability or
a change in control of the Corporation (as those terms are defined in the DFA)
to participants or their designated beneficiaries. In addition, each
participant is entitled to a death benefit payment of approximately $31,000,
payable monthly over 15 years to designated beneficiaries.
Non-employee directors also received compensation during fiscal 1996
ranging from $525 to $1,025 for attendance at educational and training seminars
in connection with their service as members of the Bank's Board of Directors.
The Bank pays the premiums on a $15,000 face value life insurance
policy on behalf of each of the non-employee directors, with the exception of
Chairman VanElst who is ineligible under the policy due to his age.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
paid or granted to the Corporation's Chief Executive Officer. No other officer
made in excess of $100,000 during fiscal 1996.
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- - -----------------------------------------------------------------------------------------------------------------------------------
LONG TERM
ANNUAL COMPENSATION COMPENSATION
AWARDS
---------------------------------- --------------------
OTHER ANNUAL RESTRICTED ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK OPTIONS COMPENSATION
($) ($) ($)(3) AWARD ($)(4) (#)(5) ($)
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles B. Cook, President, 1996 $99,425(1) $20,000 $ --- $115,520 18,050 $35,444(6)
Chief Executive Officer and 1995 93,425(2) 22,500 --- --- --- 21,645
Director 1994 90,675(2) 21,450 --- --- --- 7,840
</TABLE>
___________________________
(1) Includes fees of $1,425 for the appraisal services rendered on
constructions loans.
(2) Includes $10,325 and $600 received in fiscal 1995 and $11,750 and $925
received in fiscal 1994 as a director of the Bank and for appraisal services
rendered on constructions loans, respectively.
(3) Mr. Cook did not receive any additional benefits or perquisites which,
in the aggregate, exceeded 10% of his salary and bonus or $50,000.
(4) Represents the dollar value, based on the $16.00 closing price per
share of the Common Stock on October 24, 1995, the date of grant. The
shares of restricted stock shall vest in five equal annual installments (the
first installment to vest on October 24, 1996), provided the individual
maintains "Continuous Service" (as defined in the RRP) with the Corporation
and/or the Bank. Any dividends paid on Common Stock granted pursuant to the
RRP are held in a restricted interest-bearing account until such shares are
no longer subject to restriction. Based on the $18.75 closing price per
share of the Common Stock on September 16, 1996, the 7,220 restricted shares
held by Mr. Cook, had an aggregate market value of $135,375.
(5) On October 24, 1995, Mr. Cook received options to purchase 18,050
shares of Common Stock, at an exercise price of $15.625 per share, the
"Market Value (as defined in the Stock Option Plan) of the Common Stock on
the date of the grant. These options are scheduled to vest equally over a
five year period with the first installment to vest on October 24, 1996.
(6) Represents the Bank's payment of medical and life insurance premiums
of approximately $5,387, as well as the Bank's contributions to its 401(k)
Plan of $3,540 and to the ESOP of $26,517 on behalf of Mr. Cook.
5
<PAGE> 9
The following table sets forth certain information concerning stock
options granted by the Company to Mr. Cook during fiscal 1996. No stock
appreciation rights were granted during fiscal 1996.
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
- - --------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
- - --------------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE
OPTIONS GRANTED EMPLOYEES PRICE EXPIRATION
NAME (#)(1) IN FISCAL YEAR ($/SH) DATE
- - --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles B. Cook 18,050 40.98% 15.625 10-24-05
</TABLE>
(1) The foregoing options are scheduled to vest in five equal annual
installments with the first installment scheduled to vest on October 24,
1996, and each subsequent installment to vest equally on the next four
anniversary dates thereafter.
The following table sets forth certain information concerning the
aggregate number and value of stock options held by Mr. Cook at June 30, 1996.
No stock appreciation rights have been granted by the Company to date.
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION VALUES
- - -------------------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) FY-END ($)(1)
SHARES ---------------------------- ----------------------------
ACQUIRED
ON VALUE
EXERCISE REALIZED
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ----------------------------------------------------------------------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles B. Cook --- --- --- 18,050 --- $15,794
</TABLE>
(1) Represents the aggregate market value of the stock options as of June
30, 1996. The market value per share of the stock options is the
difference between the market price per share of the Common Stock ($16.50
per share based upon the average of the closing bid and asked price per
share of the Common Stock as reported on the Nasdaq SmallCap Market on June
28, 1996, the last trading day of the fiscal year) less the exercise price
($15.625 per share) of the stock options.
EMPLOYMENT AGREEMENT
The Bank has an employment agreement with President Cook. The
agreement provides for an annual base salary in an amount not less than the Mr.
Cook's current salary and an initial term of three years. The agreement also
provides for annual extensions of one year, in addition to the then-remaining
term thereunder, on each anniversary of the effective date of the agreement
(i.e., each February 6), subject to a formal performance evaluation performed
by disinterested members of the Bank's Board of Directors. The agreement
terminates upon the employee's death, for cause, in certain events specified by
OTS regulations, or by Mr. Cook upon 90 days notice to the Bank.
The employment agreement provides for payment to Mr. Cook of the
greater of his salary for the remainder of the term of the agreement, or 299%
of his base compensation, in the event there is a "change in control" of the
Bank where employment terminates involuntarily in connection with such change
in control or within twelve months thereafter. This termination payment is
subject to reduction by the amount of all other compensation to the employee
deemed for purposes of the Internal Revenue Code of 1986, as amended (the
"Code") to be contingent on a "change in control," and may not exceed three
times the employee's average annual compensation over the most recent five year
period or be non-deductible by the Bank for federal income tax purposes. For
the
6
<PAGE> 10
purposes of the employment agreement, a "change in control" is defined as any
event which would require the filing of an application for acquisition of
control or notice of change in control pursuant to 12 C.F.R. Section 574.3 or
4. Such events are generally triggered prior to the acquisition of control of
10% of the Corporation's common stock. The agreement guarantees participation
in an equitable manner in employee benefits applicable to executive personnel.
Based on his current salary, if Mr. Cook was terminated as of June 30,
1996, under circumstances entitling him to severance pay as described above, he
would have been entitled to receive a lump sum cash payment of approximately
$293,000.
CERTAIN TRANSACTIONS
The Corporation has followed a policy of granting consumer loans and
loans secured by the borrower's personal residence to officers, directors and
employees. Loans to all officers and directors must be approved by two-thirds
of the disinterested directors and loans to employees must be approved by the
Bank's loan committee. As required under Federal law, all loans to executive
officers and directors were made in the ordinary course of business and on the
same terms and conditions as those of comparable transactions prevailing at the
time, in accordance with the Corporation's underwriting guidelines, and do not
involve more than the normal risk of collectibility or present other
unfavorable features.
J. Thomas Schaeffer, a director of the Bank, is a partner in the law
firm of Schaeffer, Meyer & MacKenzie, which firm acts as general counsel to the
Bank. The legal fees received by the law firm for professional services
rendered to the Bank during the fiscal year ended June 30, 1996 did not exceed
5% of the firm's gross revenues.
Richard L. Dobbins, a director of the Bank, is a partner in the law
firm of Dobbins, Beardslee & Grinage, P.C. Such firm acts as counsel to the
Bank. The legal fees received by the law firm from professional services
rendered to the Bank during the fiscal year ended June 30, 1996 did not exceed
5% of the firm's gross revenues.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers, and persons who own more than
10% of a registered class of the Corporation's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies
of such reports furnished to the Corporation and written representations that
no other reports were required, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10 percent beneficial
owners were complied with during the fiscal year ended June 30, 1996, except
that each director of the Corporation inadvertently failed to file on a timely
basis a Form 5 for the fiscal year ended June 30, 1996 reporting the grant to
them of stock options and restricted stock under the Stock Option Plan and RRP,
respectively, approved by stockholders in October 1995. Form 5s were
subsequently filed by each director reporting the grants under such plans.
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has renewed the Corporation's arrangement for
Crowe, Chizek and Company LLP to be its independent auditors for the fiscal
year ending June 30, 1997, subject to the ratification of the appointment by
the Corporation's shareholders. A representative of Crowe, Chizek and Company
LLP is expected to attend the Meeting to respond to appropriate questions and
will have an opportunity to make a statement if he or she so desires.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND
COMPANY LLP AS THE CORPORATION'S AUDITORS FOR THE
FISCAL YEAR ENDING JUNE 30, 1997.
7
<PAGE> 11
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Corporation's
executive office, 107 North Park Street, Marshall, Michigan 49068, no later
than May 30, 1997. Any such proposal shall be subject to the requirements of
the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
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 holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Corporation.
The Corporation 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
solicitation by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph or telephone,
without additional compensation.
8
<PAGE> 12
REVOCABLE PROXY
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE MSB FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS--OCTOBER 22, 1996
I. The election of the following directors for the terms specified:
FOR WITH FOR ALL
HOLD EXCEPT
/ / / / / /
CHARLES B. COOK (3-year term)
KARL F. LOOMIS (3-year term)
J. THOMAS SCHAEFFER (3-year term)
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
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II. The ratification of the appointment of Crowe, Chizek and Company
LLP, independent auditors for the Company for the fiscal
year ending June 30, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
The undersigned hereby appoints the Board of Directors of MSB Financial,
Inc. (the "Company"), and its survivor, with full power of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of common stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders (the "Meeting"), to be held on Tuesday, October 22, 1996 at
Talk `O` The Towne restaurant, located at 826 West Michigan Avenue, Marshall,
Michigan, at 10:30 A.M., local time, and at any and all adjournments thereof.
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned acknowledges receipt from the Company, prior to the
execution of this Proxy, of Notice of Annual Meeting, a Proxy Statement dated
September 27, 1996 and the Company's Annual Report to Shareholders for the
fiscal year ended June 30, 1996.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH 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.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ABOVE ON THIS
CARD. WHEN SIGNING AS ATTORNEY, EXECUTOR, Date
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR
FULL TITLE. IF SHARES ARE HELD JOINTLY, EACH HOLDER -----------------------
SHOULD SIGN.
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Stockholder sign above Co-holder (if any) sign above
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
MSB FINANCIAL, INC.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE LISTED PROPOSALS.
This proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than the proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of a proxy). If this proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.
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