Item 1. BUSINESS
General - -------
Tri City Bankshares Corporation (Registrant), a registered bank holding company, is a Wisconsin corporation organized in 1970 which provides commercial banking services in the metropolitan Milwaukee area. On August 15, 1990, the Registrant's six bank subsidiaries (Tri City National Bank of Oak Creek, Tri City National Bank of Hales Corners, Tri City National Bank of West Allis, Tri City National Bank of Brown Deer, Tri City National Bank of Brookfield, Tri City National Bank of Menomonee Falls), and Tri City Service Corporation, a centralized proof and bookkeeping operation, merged to form Tri City National Bank (the Bank). The merging of the subsidiaries enabled the surviving bank to experience cost savings through the elimination of duplicate cash requirements and allowed customers the ability to access their accounts at any Tri City National Bank location. Registrant owns 100% of the stock of Tri City National Bank.
In addition to Tri City National Bank, the Registrant owns 23.5% of the outstanding shares in First National Bank of Eagle River, Eagle River, Wisconsin (First National). The Registrant's investment in First National is accounted for by the equity method of accounting.
On a consolidated basis at December 31, 1997, Registrant had assets of $459,633,565, net loans of $263,898,892, deposits of $398,943,370 and stockholders' equity of $53,497,681. Registrant's primary function is to coordinate the banking policies and operations of Tri City National Bank in order to improve and expand its banking services and effect economies in its operation by joint efforts in certain areas such as auditing, regulatory compliance, training of personnel, advertising, proof and bookkeeping, and business development. Registrant's services are furnished through officers of Registrant who are also officers of Tri City National Bank. Registrant's sources of revenues are (1) dividends paid on the shares of the subsidiary banks' stock which it owns and (2) management fees in payment for the services it provides to Tri City National Bank.
Registrant is engaged in only one line of business and industry segment, namely banking.
The Registrant's banking business is principally conducted by one commercial bank bearing the "Tri City" name. Tri City National Bank is supervised by the Comptroller of the Currency and its deposits are insured by the Federal Deposit Insurance Corporation. Tri City National Bank provides full-service banking to individuals and businesses, including checking and savings accounts, commercial and consumer loans, installment loans, real estate and mortgage loans, mobile home loans, Master Charge cards, and personal reserve accounts. Tri City National Bank maintains an investment portfolio consisting primarily of U.S. Agency and state and political subdivision securities. Certain bank locations have drive-in banking facilities. A separate department provides centralized proof and bookkeeping services to all Tri City National Bank locations.
The following table sets forth certain information regarding Tri City National Bank:
Assets as of Name of Bank and Location Year Organized December 31, 1997 - ------------------------- -------------- ----------------- Tri City National Bank 6400 South 27th Street Oak Creek, Wisconsin 1963 $457,497,914
Supervision and Regulation - --------------------------
As a bank holding company, Registrant is registered under the Bank Holding Company Act of 1956, as amended, and files periodic reports with, and is subject to the supervision of, the Federal Reserve Board (the Board). The Board has the power to make examinations of the Registrant and must give its approval prior to the Registrant's acquiring substantially all of the assets of a bank or direct or indirect ownership or control of any voting shares of any bank if, after such acquisition, Registrant would control more than 5% of the voting shares of such bank. The Board approved Registrant's acquisition of the shares of First National by order dated October 2, 1981. The Board expects bank holding companies, such as Registrant, to be a source of financial strength for their subsidiary banks and, accordingly, the Board may condition approvals of bank acquisitions on the injection of additional capital into existing banks if capital-to-asset ratios do not meet the Board's standards. The Bank Holding Company Act restricts Registrant's ability to engage only in those activities which are found by the Board to be so closely related to banking as to be a proper incident thereto.
Tri City National Bank is regularly examined by the Comptroller of the Currency and is subject to examination by the Federal Deposit Insurance Corporation. Areas subject to regulation by these two federal agencies include reserves, investments, loans, mergers, issuance of securities, payment of dividends, establishment of branches and other aspects of operations.
The banking industry is very heavily regulated at both the state and federal levels. Since 1979, Congress has enacted major pieces of legislation affecting the banking industry: the Community Reinvestment Act (to encourage banks to make loans to individuals and businesses in their immediate service areas, particularly to low- and middle-income borrowers); the Financial Institutions Regulatory and Interest Rate Control Act (to add restrictions dealing with loans to officers, directors, and principal shareholders of banks and their affiliates); the Financial Institutions Deregulation and Monetary Control Act (to permit both banks and thrift institutions to pay interest on checking accounts and phase out prior ceilings on interest rates); the Competitive Equality Banking Act (to expand the definition of "bank" under the Bank Holding Company Act to include all institutions insured by the Federal Deposit Insurance Corporation and thereby restrict the ability of bank holding companies and certain commercial and other nonbanking firms to acquire "non-bank banks"); the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA
(comprehensive legislation to reform the very nature of regulation in the financial institutions industry); and the Federal Deposit Insurance Corporation Improvement Act (FDICIA). FDICIA, which was enacted in 1991, affects all federally insured banks, savings banks and thrifts. FDICIA contains a $70 billion recapitalization of the Bank Insurance Fund (BIF) by significantly increasing the amount that the FDIC can borrow from the Treasury. The FDIC must assess premiums that are sufficient to give the BIF reserves of $1.25 for each $100 of insured deposits. Additional significant provisions of FDICIA include requiring prompt corrective action by regulators if minimum capital standards are not met; establishing early intervention procedures for "significantly" undercapitalized institutions; limiting FDIC reimbursement of uninsured deposits when large banks fail; requiring an annual regulatory examination; and imposing new auditing and accounting requirements, effective for fiscal years beginning on or after January 1, 1993, including management and auditor reporting on internal controls over financial reporting and on compliance with laws and regulations. Additionally, a number of legislative and regulatory mandates have been enacted that are designed to strengthen the federal deposit insurance system and to improve the overall financial stability of the U.S.banking system. It is uncertain what form future proposals may take and, if adopted, what their effect will be on Registrant and its principal bank subsidiary.
Capital Requirements - --------------------
See footnote 8 to the audited financial statements for a discussion of the capital requirements of the Registrant and the Bank.
Monetary Policy - ---------------
Registrant's operations and earnings are affected by the credit policies of monetary authorities, including the Federal Reserve System, which regulates the national supply of bank credit. Such regulation influences overall growth of bank loans, investments, and deposits, and may also affect interest rates charged on loans and paid on deposits. The monetary policies of the Federal Reserve authorities have had a significant effect on the operating results of bank holding companies and commercial banks in the past and are expected to continue to do so in the future.
Competition - -----------
All of the Registrant's banking facilities are located on the perimeter of Milwaukee County. Accordingly, the bank competes with all the major banks and bank holding companies located in Milwaukee, most of which are far larger in terms of assets and deposits. The banking industry in metropolitan Milwaukee is highly competitive and the Registrant's bank faces vigorous competition not only from the many banks in the area, but from other financial institutions such as savings and loan associations, credit unions, and finance companies.
Employees - ---------
At December 31, 1997, Registrant employed 84 officers and 367 employees in total. Employees are provided a variety of employment benefits, and Registrant considers its employee relations to be excellent.
The following pages set forth the statistical data required by Guide 3 of the Guides for Preparation and Filing of Reports and Registration Statements and Reports.
DISTRIBUTION OF ASSETS, LIABILITIES & STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (Dollars in Thousands)
The following table shows average assets, liabilities and stockholders' equity; the interest earned and average yield on interest-earning assets; the interest paid and average rate on interest-bearing liabilities, the net interest earnings, the net interest rate spread and the net yield on interest-earning assets for the years ended December 31, 1997, 1996 and 1995.
DISTRIBUTION OF ASSETS, LIABILITIES & STOCKHOLDERS' EQUITY; INTEREST RATES AND INTEREST DIFFERENTIAL (Continued) (Dollars in Thousands)
INTEREST INCOME AND EXPENSE VOLUME AND RATE CHANGE (Dollars in Thousands)
The following table sets forth, for the periods indicated, a summary of the changes in interest earned (on a fully taxable equivalent basis) and interest paid resulting from changes in volume and changes in rates:
INVESTMENT PORTFOLIO (Dollars in Thousands)
The book value of investment securities at the dates indicated is:
December 31 ---------------------------------- 1997 1996 1995 ---------------------------------- U.S. Treasury and government agencies $ 54,336 $ 64,851 $ 65,616 States and political subdivisions 72,017 60,461 43,622 Industrial revenue bonds 46 102 153 ------- ------- ------- Total investment securities $ 126,399 $ 125,414 $ 109,391 ======== ======== ========
The following table sets forth the maturities of investment securities at December 31, 1997, the weighted average yields of such securities (calculated on the basis of the cost and effective yields weighted for the scheduled maturity of each security) and the tax-equivalent adjustment used in calculating the yields.
LOAN PORTFOLIO (Dollars in Thousands)
The amounts of loans outstanding at the indicated dates are shown in the following table according to type of loan:
December 31 ----------------------------------------------------- 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Commercial and financial $ 13,015 $ 10,414 $ 11,058 $ 10,447 $ 12,598 Real estate-construction 19,148 16,142 21,692 16,811 7,231 Real estate-mortgage 201,322 191,288 167,945 157,859 150,469 Installment 33,914 35,908 31,777 28,171 31,627 -------- -------- -------- -------- -------- $ 267,399 $ 253,752 $ 232,472 $ 213,288 $ 201,925
The maturity distribution and interest rate sensitivity of all loans at December 31, 1997, are:
Maturity -------------------------------------------- After One One Year Through After or Less Five Years Five Years Total ------- ---------- ---------- ----- Commercial and financial $ 6,938 $ 6,041 $ 36 $ 13,015 Real estate construction 19,148 --- --- 19,148 Real estate mortgage and installment 84,418 148,842 1,976 235,236 -------- -------- -------- -------- $ 110,504 $ 154,883 $ 2,012 $ 267,399 ======== ======== ======== ========
Interest Sensitivity ---------------------------- Fixed Rate Variable Rate ---------- ------------- Due after one, but within five years $ 142,756 $ 12,127 Due after five years 132 1,880 -------- -------- $ 142,888 $ 14,007 ======== ========
LOAN PORTFOLIO (Continued) (Dollars in Thousands)
The following table presents information concerning the aggregate amount of nonperforming loans. Nonperforming loans comprise (a) loans accounted for on a nonaccrual basis and (b) loans contractually past due 90 days or more as to interest or principal payments, but not included in the nonaccrual loans.
December 31 ------------------------------------------- 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Loans accounted for on a nonaccrual basis $ --- $ 725 $ 1,033 $ 1,932 $ 4,362 Loans contractually past due 90 days or more as to interest or principal payments 694 1,220 630 490 826 Ratio of nonaccrual loans to total loans 0% .28% .44% .90% 2.16%
$26 thousand of interest income was recognized during 1997 on loans which were accounted for on a nonaccrual basis. An additional $42 thousand of 1997 interest income would have been recorded under the original loan terms had these loans not been assigned nonaccrual status.
The accrual of interest income is generally discontinued when a loan becomes 90 days past due as to principal or interest. Registrant's management may continue the accrual of interest when the estimated net realizable value of collateral is sufficient to cover the principal balance and accrued interest.
There were no other loans at December 31, 1997 or 1996, whose terms had been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower, and there are no current loans where, in the opinion of management, there are serious doubts as to the ability of the borrower to comply with present loan repayment terms. Loans defined as impaired by Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," are included in nonaccrual loans above.
SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in Thousands)
The following table summarizes loan loss allowance balances at the beginning and end of each year; changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off, by loan category; additions to the allowance which have been charged to expense; and the ratio of net charge-offs to the daily average balance of loans outstanding.
Year Ended December 31 ---------------------------------------------- 1997 1996 1995 1994 1993 ---- ---- ---- ---- ---- Balance of allowance for loan losses at beginning of period $ 3,010 $ 3,626 $ 3,395 $ 3,164 $ 2,740 Loans charged off: Commercial and financial 57 899 --- 87 8 Real estate --- --- --- 32 --- Installment 97 23 21 41 49 ------- ------- ------- ------- ------- TOTAL LOANS CHARGED OFF 154 922 21 160 57
Recoveries of loans previously charged off: Commercial and financial 20 --- --- 3 --- Real estate --- --- --- --- 22 Installment 24 6 4 13 19 ------- ------- ------- ------- ------- TOTAL RECOVERIES 44 6 4 16 41 ------- ------- ------- ------- ------- Net loans charged off 110 916 17 144 16 Additions to allowance charged to expense 600 300 248 375 440 ------- ------- ------- ------- ------- Balance at end of period $ 3,500 $ 3,010 $ 3,626 $ 3,395 $ 3,164 ======= ======= ======= ======= ======= Ratio of net charge-offs during the period to average loans outstanding .04% .38% .01% .07% .01% ======= ======= ======= ======= ======= Ratio of allowance at end of year to total loans 1.31% 1.19% 1.56% 1.59% 1.57% ======= ======= ======= ======= ======= Ratio of allowance at end of year to nonaccrual loans NMF* 415.17% 351.02% 175.91% 72.54% ======= ======= ======= ======= =======
*Data not meaningful, there are no nonaccrual loans at December 31, 1997.
The amount of the addition to the allowance charged to operating expense is the amount necessary to bring the allowance for loan losses to a level which will provide for known and potential losses in the loan portfolio. The adequacy of the allowance is based principally upon continuing management review for potential losses in the portfolio, actual charge-offs during the year, historical loss experience, current and anticipated economic conditions, estimated value of collateral and industry guidelines.
Management evaluates the adequacy of the allowance for loan losses on an overall basis as opposed to allocating the allowance to specific categories of loans.
SUMMARY OF LOAN LOSS EXPERIENCE (Dollars in Thousands)
The Bank has a loan committee which meets periodically. Its function is to review new loan applications and to ensure adherence to the written loan and credit policy of the Bank. Each month, this committee reviews a summary of the loan portfolio classified into the risk categories described below. Loans are reviewed quarterly or as necessary as to proper classification.
1. Absence of any significant credit risk. 2. Presence of normal, but not undue, credit risk. 3. Presence of greater than normal credit risk. 4. Excess credit risk requiring continuous monitoring. 5. Doubtful and loss.
The balance in each of the aforementioned categories serves as a guideline in determining the adequacy of the allowance for loan losses and the provision required to bring this balance to a level necessary to absorb the present and potential risk characteristics of the loan portfolio.
The Bank's loan committee also considers collection problems which may exist. Loans with contractual payments more than 90 days past due are reviewed. If collection possibilities are considered to be remote, the loan is charged to the allowance for loan losses. Should any special circumstances exist, such as a reasonable belief that the loan may ultimately be paid or be sufficiently secured by collateral having established marketability, the loan may be rewritten or carried in a nonaccrual of interest status.
At December 31, 1997, there were no unusual risks in the loan portfolio. For management's purposes, the loan portfolio consists of real estate loans, consumer installment loans, and commercial business loans.
Real estate loans comprise the largest portion of the loan portfolio with 82.45% of loans outstanding at December 31, 1997. The majority of these consist of residential mortgage loans, an area in which the Registrant has had few losses in past years.
In the consumer loan category, which includes auto loans, home improvement loans, and credit card loans, among others, management considers the historical net loss experience to be the best indicator of losses to be expected in the immediate future.
All other loans are classified as commercial, including loans to financial institutions. While these loans carry the greatest exposure to risk of loss, that exposure is limited to problems associated with particular companies rather than to specific industries. Currently, the Registrant has no unusual or significant problems in the commercial loan portfolio.
Losses in 1998 are not expected to vary significantly from net losses experienced over the last two years.
DEPOSITS (Dollars in Thousands)
The average daily amount of deposits is summarized for the periods indicated in the following table:
Year Ended December 31
1997 1996 1995
Amount Rate Amount Rate Amount Rate
Noninterest-bearing demand deposits $ 104,493 --- $ 92,038 --- $ 81,492 --- Interest bearing transaction deposits 80,517 2.65% 77,635 2.58% 78,150 2.71% Savings 88,995 2.86 84,571 2.87 80,407 2.87 Time deposits (excluding time certificates of deposit of $100,000 or more) 77,221 5.69 85,754 6.18 73,216 5.81 Time certificates of deposits of $100,000 or more 24,867 4.91 18,298 3.65 11,204 5.16 --------- ---- --------- ---- --------- ---- $ 376,093 $ 358,296 $ 324,469 ========= ========= =========
The maturity distribution of time certificates of deposit issued in amounts of one hundred thousand dollars and over and outstanding at December 31, 1997, is:
Three months or less $ 8,444 After 3 through 6 months 7,001 After 6 through 12 months 3,888 After 1 year through 2 years 1,540 After 2 years through 3 years 1,856 After 3 years through 4 years 660 After 4 years through 5 years 1,047 ------- $ 24,436 ========
RETURN ON EQUITY AND ASSETS
The following table shows consolidated operating and capital ratios of the Registrant for each of the last three years:
Year Ended December 31 ------------------------- 1997 1996 1995 ---- ---- ---- Percentage of net income to: Average stockholders' equity 12.91% 12.71% 12.88% Average total assets 1.49 1.41 1.44 Percentage of dividends declared per common share to net income per common share 32.69 29.91 23.26 Percentage of average stockholders' equity to daily average total assets 11.53 11.11 11.17
SHORT-TERM BORROWINGS (Dollars in Thousands)
Information relating to short-term borrowings follows:
Federal Funds Purchased and Securities Sold Under Other Short-Term Agreements to Repurchase Borrowings ------------------------- ---------------- Balance at December 31:
1997 $ --- $ 5,711 1996 3,200 2,200 1995 --- 1,915
Weighted average interest rate at year end:
1997 --- 5.80% 1996 5.88% 5.26 1995 --- 6.36
Maximum amount outstanding at any month's end:
1997 $ 16,500 5,711 1996 7,700 4,310 1995 9,100 5,877
Average amount outstanding during the year:
1997 $ 4,460 $ 2,189 1996 1,550 2,074 1995 1,269 2,438
Average interest rate during the year:
1997 5.79% 5.12% 1996 5.61 5.40 1995 4.93 5.61
Federal funds purchased and securities sold under agreements to repurchase generally mature within one to four days of the transaction date. Notes payable mature in one year and are renewable for a like term. Other short-term borrowings generally mature within 90 days.
Item 2.
Item 2. PROPERTIES
The following table summarizes the properties in which the Registrant's bank conducts its business:
Approximate Floor Area Location in Square Feet Owned or Leased -------- -------------- --------------- 6400 South 27th Street Oak Creek, Wisconsin 16,000 Leased (1)
3701 South 27th Street Milwaukee, Wisconsin 570 Leased (1)
6312 South 27th Street Oak Creek, Wisconsin 500 Leased (1)
2555 West Ryan Road Franklin, Wisconsin 2,000 Owned
5555 South 108th Street Hales Corners, Wisconsin 20,000 Owned
5455 South 108th Street Hales Corners, Wisconsin 1,600 Owned
10909 West Greenfield Avenue West Allis, Wisconsin 9,000 Owned
10200 West Bluemound Road Wauwatosa, Wisconsin 200 Leased
10859 West Bluemound Road Wauwatosa, Wisconsin 3,500 Owned
2625 South 108th Street West Allis, Wisconsin 470 Leased (1)
4455 West Bradley Road Brown Deer, Wisconsin 6,600 Leased
7213 North Teutonia Milwaukee, Wisconsin 2,000 Owned
17100 West Bluemound Road Brookfield, Wisconsin 5,700 Owned
Approximate Floor Area Location in Square Feet Owned or Leased -------- -------------- ---------------
12745 West Capitol Drive Brookfield, Wisconsin 6,500 Owned
12735 West Capitol Drive Brookfield, Wisconsin 720 Leased (1)
N96 W18221 County Line Road Menomonee Falls, Wisconsin 4,100 Owned
7525 West Oklahoma Avenue Milwaukee, Wisconsin 6,400 Leased (1)
3378 South 27th Street Milwaukee, Wisconsin 1,900 Owned
6767 West Greenfield Avenue West Allis, Wisconsin 5,200 Owned
6760 West National Avenue West Allis, Wisconsin 460 Leased (1)
9200 North Green Bay Road Brown Deer, Wisconsin 386 Leased
220 East Sunset Drive Waukesha, Wisconsin 412 Leased
1827 Wisconsin Avenue Grafton, Wisconsin 361 Leased
W61 N529 Washington Avenue Cedarburg, Wisconsin 7,800 Owned
4200 South 76th St. Greenfield, Wisconsin 53220 572 Leased (1)
150 West Holt Avenue Milwaukee, Wisconsin 590 Leased (1)
6201 N. Teutonia Avenue Milwaukee, Wisconsin 618 Leased (1)
Approximate Floor Area Location in Square Feet Owned or Leased -------- -------------- ---------------
3770 S. Howell Avenue Milwaukee, Wisconsin 1,052 Leased (1)
4689 S. Whitnall Avenue Milwaukee, Wisconsin 1,159 Leased (1)
7830 W. Good Hope Road Milwaukee, Wisconsin 523 Leased
1818 W. National Avenue Milwaukee, Wisconsin 1,188 Leased
(1) The Bank leases space from an affiliated entity. See Note 11 to consolidated financial statements, incorporated herein by reference, for further information.
Tri City National Bank owns buildings at twelve locations in Oak Creek, Milwaukee, Brookfield, Menomonee Falls, West Allis, Hales Corners, Wauwatosa and Cedarburg. Approximately 73,343 square feet is leased to third parties; such square footage is not shown above.
Registrant believes that its bank locations are in buildings that are attractive and efficient, and adequate for their operations, with sufficient space for parking and drive-in facilities. Fifteen full-service banking centers are located in metropolitan Milwaukee food discount centers.
Item 3.
Item 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending against Registrant or its subsidiary bank; however, the bank is involved from time to time in routine litigation incident to the conduct of its respective businesses.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1997 to a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The information required by Item 5 is incorporated herein by reference to Registrant's 1997 Annual Report to Shareholders under the captions entitled "Market for Corporation's Common Stock and Related Stockholder Matters" (Page 16) and "Selected Financial Data" (Page 15) as to cash dividends paid.
Item 6.
Item 6. SELECTED FINANCIAL DATA
The information required by Item 6 is incorporated herein by reference to Registrant's 1997 Annual Report to Shareholders under the caption entitled "Selected Financial Data" (Page 15).
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by Item 7 is incorporated herein by reference to Registrant's 1997 Annual Report to Shareholders under the caption entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" (Pages 6 to 14).
Item 7A.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by Item 7A is incorporated herein by reference to Registrant's 1997 Annual Report to Shareholders under the caption entitled "Quantitative and Qualitative Disclosures about Market Risk" (Pages 12-14).
Item 8.
Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by Item 8 is incorporated herein by reference to Registrant's 1997 Annual Report to Shareholders (Pages 7 to 40).
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
The information required by Item 10 is incorporated herein by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders on June 10, 1998, under the caption entitled "Election of Directors".
Item 11.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders on June 10, 1998, under the caption entitled "Executive Compensation".
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders on June 10, 1998, under the caption entitled "Stock Ownership of Certain Beneficial Owners and Management".
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference to Registrant's definitive Proxy Statement for its annual meeting of shareholders on June 10, 1998, under the captions entitled "Election of Directors" and "Loans and Other Transactions with Management".
PART IV
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) Financial statements and financial statement schedules
The response to this portion of Item 14 is submitted as a separate section of this report.
(3) Listing of Exhibits
Exhibit 3 -- Articles of incorporation and bylaws incorporated herein by reference to Exhibit 3a and Exhibit 3b to Registrant's Registration Statement No. 2-65616 on Form S-1.
Exhibit 13 --Annual Report to Shareholders for the year ended December 31, 1997.
With the exception of the information incorporated by reference into Items 5, 6, 7, and 8 of this Form 10-K, the 1997 Annual Report to Shareholders is not deemed filed as part of this report.
Exhibit 21 --Subsidiary of Registrant.
Exhibit 23 --Consent of Independent Auditors
Exhibit 27 --Financial Data Schedule
(b) Reports on Form 8-K
None
(c) Exhibits
The response to this portion of Item 14 is submitted as a separate section of this report.
(d) Financial Statement Schedules
None
PART IV
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1), (2) and (c)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
CERTAIN EXHIBITS
Year Ended December 31, 1997
TRI CITY BANKSHARES CORPORATION
OAK CREEK, WISCONSIN
FORM 10-K ITEM 14(a)(1) and (2)
TRI CITY BANKSHARES CORPORATION
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements and report of independent auditors of Tri City Bankshares Corporation, included in the annual report of the Registrant to its stockholders for the year ended December 31, 1997, are incorporated by reference in Item 8:
Consolidated balance sheets December 31, 1997 and 1996 Consolidated statements of income Years ended December 31, 1997, 1996 and 1995 Consolidated statements of stockholders' equity Years ended December 31, 1997, 1996 and 1995 Consolidated statements of cash flows Years ended December 31, 1997, 1996 and Notes to consolidated financial statements December 31, 1997 Report of independent auditors
Schedules to the consolidated financial statements required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and, therefore, have been omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRI CITY BANKSHARES CORPORATION
BY: /s/ David A. Ulrich Date: March 10, 1998 ----------------------------- ----------------------- David A. Ulrich, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name Capacity Date
/s/David A. Ulrich 3/10/98 - ---------------------------- ----------- David A. Ulrich Principal Executive Officer
/s/Henry Karbiner, Jr. 3/10/98 - ---------------------------- ----------- Henry Karbiner, Jr. Principal Financial and Accounting Officer
/s/Thomas W. Vierthaler 3/10/98 - ---------------------------- ----------- Thomas W. Vierthaler Vice-President and Comptroller
/s/Frank J. Bauer 3/10/98 - ---------------------------- ----------- Frank J. Bauer Director
/s/Sanford Fedderly 3/10/98 - ---------------------------- ----------- Sanford Fedderly Director
- ---------------------------- ----------- William Gravitter Director
- ---------------------------- ----------- Christ Krantz Director
/s/Rudie L. Lauterbach 3/10/98 - ---------------------------- ----------- Rudie L. Lauterbach Director
/s/William P. McGovern 3/10/98 - ---------------------------- ----------- William P. McGovern Director
/s/Robert W. Orth 3/10/98 - ---------------------------- ----------- Robert W. Orth Director
/s/Ronald K. Puetz 3/10/98 - ---------------------------- ----------- Ronald K. Puetz Director
/s/John M. Rupcich 3/10/98 - ---------------------------- ----------- John M. Rupcich Director
/s/David A. Ulrich, Jr. 3/10/98 - ---------------------------- ----------- David A. Ulrich, Jr. Director
/s/William J. Werry 3/10/98 - ---------------------------- ----------- William J. Werry Director
/s/Scott A. Wilson 3/10/98 - ---------------------------- ----------- Scott A. Wilson Director
EXHIBIT 13