<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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
FIDELITY FINANCIAL OF OHIO, 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.
<TABLE>
<S> <C> <C>
[ ] 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:________________________________________________________________
</TABLE>
<PAGE> 2
[FIDELITY FINANCIAL OF OHIO, INC. LETTERHEAD]
March 27, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Fidelity Financial of Ohio, Inc. (the "Company"). The meeting will be held at
the Quality Hotel Central located at 4747 Montgomery Road, Cincinnati, Ohio, on
Tuesday, April 28, 1998 at 2:00 p.m., Eastern Time. The matters to be considered
by stockholders at the Annual Meeting are described in the accompanying
materials.
The Board of Directors of Fidelity Financial of Ohio, Inc. has
determined that the matters to be considered at the Annual Meeting are in the
best interests of the Company and its shareholders. FOR THE REASONS SET FORTH IN
THE PROXY STATEMENT, THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH
MATTER TO BE CONSIDERED.
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.
Your continued support of and interest in Fidelity Financial of Ohio,
Inc. are sincerely appreciated.
Sincerely,
/s/ JOHN R. REUSING
-------------------------------------
John R. Reusing
President and Chief Executive Officer
<PAGE> 3
FIDELITY FINANCIAL OF OHIO, INC.
4555 MONTGOMERY ROAD
CINCINNATI, OHIO 45212
(513) 351-6666
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 28, 1998
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
Fidelity Financial of Ohio, Inc. (the "Company") will be held at the Quality
Hotel Central located at 4747 Montgomery Road, Cincinnati, Ohio, on Tuesday,
April 28, 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 two (2) directors for a one-year term and one (1) director
for a two-year term, and until their successors are elected and qualified;
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the year ending December 31, 1998;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof. Except with respect to procedural matters
incident to the conduct of the Annual Meeting, management is not aware of any
other matters which could come before the Annual Meeting.
The Board of Directors of the Company has fixed March 13, 1998 as the
voting record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only those stockholders 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
/s/ PAUL D. STAUBACH
---------------------------
Paul D. Staubach, Secretary
March 27, 1998
Cincinnati, Ohio
================================================================================
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 THIS MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED
BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
================================================================================
<PAGE> 4
FIDELITY FINANCIAL OF OHIO, INC.
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 28, 1998
GENERAL
This Proxy Statement is being furnished to the stockholders of Fidelity
Financial of Ohio, Inc. (the "Company"), the holding company of Fidelity Federal
Savings Bank (the "Savings Bank"). Proxies are being solicited on behalf of the
Board of Directors of the Company to be used at the Annual Meeting of
Stockholders ("Annual Meeting") to be held at the Quality Hotel Central located
at 4747 Montgomery Road, Cincinnati, Ohio, on Tuesday, April 28, 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 Stockholders. This Proxy Statement is first
being mailed to stockholders on or about March 27, 1998.
VOTING RIGHTS
Only the holders of record of the outstanding shares of the common
stock, $0.10 par value per share, of the Company ("Common Stock") at the close
of business on March 13, 1998 ("Voting Record Date") will be entitled to notice
of and to vote at the Annual Meeting. At such date, there were 5,595,058 shares
of Common Stock issued and outstanding.
Holders of record of Common Stock at the close of business on March 13,
1998 will be entitled to one vote per share on all matters that may properly
come before the Annual Meeting. Stockholders of the Company are not permitted to
cumulate their votes for the election of directors. A plurality of the total
votes cast at the Annual Meeting is required to elect each director. Abstentions
are considered in determining the presence of a quorum but will not affect the
vote required for the election of directors. The affirmative vote of the holders
of a majority of the total votes present, in person or by proxy, at the Annual
Meeting is required to approve the ratification of the independent auditors.
Abstentions will not be counted as votes cast, and accordingly will have no
effect on the voting of this proposal. Under rules of the New York Stock
Exchange, the proposals for election of directors and ratification of
independent 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." The presence, either in person or by proxy, of the holders of a
majority of the shares of Common Stock outstanding on March 13, 1998 is
necessary to constitute a quorum at the Annual Meeting.
<PAGE> 5
2
PROXIES
Shares of Common Stock represented by properly executed proxies, if
such proxies are received in time and not revoked, will be voted in accordance
with the instructions indicated on the proxies. IF NO INSTRUCTIONS ARE
INDICATED, SUCH PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR DESCRIBED
HEREIN, FOR THE RATIFICATION OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1998, AND, IN THE DISCRETION OF THE
PROXY HOLDER, AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE ANNUAL
MEETING. ANY HOLDER OF COMMON STOCK WHO RETURNS A SIGNED PROXY BUT FAILS TO
PROVIDE INSTRUCTIONS AS TO THE MANNER IN WHICH SUCH SHARES ARE TO BE VOTED WILL
BE DEEMED TO HAVE VOTED FOR THE MATTERS SET FORTH IN THE PRECEDING SENTENCE IN
THE MANNER DESCRIBED ABOVE.
A Company stockholder who has given a proxy may revoke it at any time
prior to its exercise at the Annual Meeting by (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly-executed proxy bearing a later date, or (iii) attending the
Annual Meeting and voting in person. All written notices of revocation and other
communications with respect to revocation of proxies should be addressed as
follows: Fidelity Financial of Ohio, Inc., 4555 Montgomery Road, Cincinnati,
Ohio 45212, Attention: Secretary.
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of March 13, 1998, 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 ("Exchange 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 and (ii) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership(1) Percent of Class
- ------------------------------------ ----------------------- ----------------
<S> <C> <C>
Fidelity Federal Savings Bank
Employee Stock Ownership Plan Trust
4555 Montgomery Road
Cincinnati, Ohio 45212 325,075(2) 5.8%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109 287,200(3) 5.1%
All directors and executive officers
of the Company as a group (8 persons) 320,820(4) 5.7%
</TABLE>
(Footnotes on following page)
<PAGE> 6
3
- ----------
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Exchange Act, a person or entity is considered to
beneficially own shares of Common Stock if the person or entity has or
shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to
dispose or direct the disposition of the shares. Unless otherwise
indicated, a person or entity has sole voting and sole investment power
with respect to the indicated shares. Shares which are subject to stock
options and which may be exercised within 60 days of March 13, 1998 are
deemed to be outstanding for the purpose of computing the percentage of
Common Stock beneficially owned by such person.
(2) The Fidelity Federal Savings Bank Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Fidelity Federal Savings Bank
ESOP by an agreement between the Company and Messrs. Reusing, Staubach and
Hughes, who act as trustees of the ESOP ("Trustees"). As of March 13, 1998,
183,199 shares held in the Trust were unallocated and 141,876 shares held
in the Trust had been allocated to the accounts of participating employees.
Under the terms of the ESOP, the Trustees will generally vote all allocated
shares held in the ESOP in accordance with the instructions of the
participating employees, and unallocated shares and allocated shares for
which employees do not give instructions will generally be voted in the
same ratio on any matter as to those shares for which instructions are
given, subject in each case to the fiduciary duties of the ESOP trustees
and applicable law.
(3) Based on a Schedule 13G filed pursuant to the Exchange Act on February 10,
1998 by Wellington Management Company, LLP ("WMC"). WMC, in its capacity as
investment advisor, may be deemed to beneficially own such shares of the
Company which are held of record by clients of WMC.
(4) Includes in the case of all directors and executive officers of the Company
as a group, options to purchase 25,678 shares granted pursuant to the
Company's 1992 Stock Incentive Plan, options to purchase 32,879 shares
granted pursuant to the Company's 1997 Stock Option Plan, 12,904 shares of
Common Stock held for the account of participating executive officers in
the Company's 401(k) Retirement Plan and 31,108 shares of Common Stock
which are held by the trust established pursuant to the Company's ESOP,
which have been allocated to the accounts of participating officers and
consequently will be voted at the Annual Meeting by such participating
officers.
<PAGE> 7
4
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERM CONTINUES AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide that the Board of
Directors shall be divided into two classes, each of which contains
approximately one-half of the Board, and that the members of each class shall be
elected for staggered two-year terms, and until their successors are elected and
qualified. The Company currently has eight directors.
At the Annual Meeting, stockholders of the Company will be asked to
elect two (2) directors for a one-year term and one (1) director for a two-year
term, and until their successors are elected and qualified. The three nominees
for election as directors were selected by the full Board of Directors,
performing the functions of a Nominating Committee. All nominees currently serve
as directors of the Company. There are no arrangements or understandings between
the persons named and any other person pursuant to which such person was
selected as a nominee for election as a director at the Annual Meeting. No
director or nominee for director is related to any other director or executive
officer of the Company by blood, marriage or adoption.
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 nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors of the Company. At this time, the Board of Directors knows of no
reason why any of the nominees may not be able to serve as a director if
elected.
The Articles of Incorporation of the Company provide that stockholders
of the Company may nominate persons for director in addition to nominees
selected by the Board of Directors, provided that such nominations are in
writing, delivered or mailed by first class United States mail, postage prepaid,
to the Secretary of the Company, 4555 Montgomery Road, Cincinnati, Ohio 45212,
not less than 60 days prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Each written notice of a stockholder nomination
shall set forth: (a) as to each person whom the stockholder proposes to nominate
for election or re-election as a director (i) the name, age, business address
and, if known, residence address of such person, (ii) the principal occupation
or employment of such person, (iii) the number of shares of Company Common Stock
which are beneficially owned by such person on the date of such stockholder
notice, and (iv) any other information reasonably requested by the Company.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR AND CONTINUING DIRECTORS
The following tables present information concerning each nominee for
director of the Company and each director whose term continues, including tenure
as a director of the
<PAGE> 8
5
Savings Bank, his or her principal occupation during the past five years as well
as the number of shares of Common Stock beneficially owned by each such person
as of March 13, 1998. Each of the nominees is also a director of the Savings
Bank.
NOMINEES FOR DIRECTOR FOR ONE-YEAR TERM EXPIRING IN 1999
<TABLE>
<CAPTION>
Common Stock
Position with Beneficially
the Company and Owned as of
Principal Occupation March 13, 1998(2)
During the Director -----------------
Name Age Past Five Years Since(1) No. *
- ---------------------------- ------ ---------------------------------- ----------- -------- --------
<S> <C> <C> <C> <C>
Constantine N. Papadakis 52 Director; President of Drexel 1995 14,162(3) *
University, Philadelphia,
Pennsylvania, since August 1995;
Dean of the College of Engineering,
University of Cincinnati,
Cincinnati, Ohio, from February
1986 to July 1995.
Paul D. Staubach 37 Director; Senior Vice President, 1994 70,386(4) 1.3%
Chief Financial Officer and
Secretary of the Company since
October 1995; Senior Vice
President, Chief Financial Officer
and Secretary of the Savings
Bank since May 1995; Vice
President and Chief Financial
Officer of the Savings Bank from
December 1990 to May 1995.
</TABLE>
NOMINEE FOR DIRECTOR FOR TWO-YEAR TERM EXPIRING IN 2000
<TABLE>
<CAPTION>
Common Stock
Position with Beneficially
the Company and Owned as of
Principal Occupation March 13, 1998(2)
During the Director -----------------
Name Age Past Five Years Since(1) No. %
- ---------------------------- ------ ---------------------------------- ----------- ------------- --------
<S> <C> <C> <C> <C>
Michael W. Jordan 35 Director; Broker/General 1995 17,046(5) *
Manager of Jordan Realtors,
Cincinnati, Ohio, since 1992;
associated with Jordan Realtors
since 1984
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
NOMINEES BE ELECTED AS DIRECTORS
<PAGE> 9
6
DIRECTORS WITH TERMS EXPIRING IN 1999
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
Position with the Company and March 13, 1998(2)
Principal Occupation During the Director -----------------------------
Name Age Past Five Years Since No. *
- --------------------- ----- ---------------------------------------- --------- -------------- ----------
<S> <C> <C> <C> <C>
Joseph D. Hughes 46 Director; Executive Vice President of 1996 50,377(6) *
the Company and Executive Vice
President and Chief Lending Officer of
the Savings Bank since October 1996; Senior
Vice President of Circle Financial
Corporation from September 1994 to October
1996; President of People's Savings
Association from September 1994 to October
1996; Vice President of the Savings Bank
from January 1994 to August 1994; President
of First Financial Savings Association from
April 1989 to December 1993.
Thomas N. Spaeth 60 Director; Chief Financial Officer of 1996 17,215(7) *
Champion Window & Manufacturing,
Inc. since October 1997; Partner,
Spaeth & Batterberry, Ltd. from 1983
to September 1997; Certified Public
Accountant.
</TABLE>
DIRECTORS WITH TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as
Position with the Company and of March 13, 1998(2)
Principal Occupation During the Director -------------------------
Name Age Past Five Years Since(1) No.
- --------------------- ------ ---------------------------------------- ----------- ---------------- ----
<S> <C> <C> <C> <C>
David A. Luecke 49 Director; President and Chief 1994 16,349(8) *
Executive Officer of Riemeier Lumber
Company, Cincinnati, Ohio, since
1991; employed by Riemeier Lumber
Company in various capacities since
1972.
John R. Reusing 46 Director; President and Chief 1989 104,248(9) 1.9%
Executive Officer of the Company
since October 1995; President and
Chief Executive Officer of the Savings
Bank since January 1989.
Robert W. Zumbiel 65 Director; President of C.W. Zumbiel 1993 31,037(10) *
Company, Norwood, Ohio, since 1974.
</TABLE>
<PAGE> 10
7
- ----------
* Represents less than 1.0% of the issued and outstanding Common Stock.
(1) Includes service with the Savings Bank.
(2) Based on information furnished by the respective individuals. Pursuant to
rules promulgated by the SEC under the Exchange Act, a person or entity is
considered to beneficially own shares of Common Stock if the person or
entity has or shares (i) voting power, which includes the power to vote or
to direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, a person or entity has sole voting and sole
investment power with respect to the indicated shares. Shares which are
subject to stock options and which may be exercised within 60 days of March
13, 1998 are deemed to be outstanding for the purpose of computing the
percentage of Common Stock beneficially owned by such person.
(3) Includes options to purchase 4,162 shares pursuant to the Company's 1997
Stock Option Plan.
(4) Includes 40,953 shares owned jointly with Mr. Staubach's wife, options to
purchase 11,239 shares pursuant to the Company's 1992 Stock Incentive Plan,
options to purchase 3,746 shares pursuant to the Company's 1997 Stock
Option Plan, 10,616 shares held by the Company's ESOP for the account of
Mr. Staubach, 3,182 shares held by the Company's 401(k) Retirement Plan,
and 650 shares held in trust for Mr. Staubach's children, for which Mr.
Staubach is custodian.
(5) Includes 9,925 shares owned jointly with Mr. Jordan's wife, 4,000 shares
held in Mr. Jordan's Individual Retirement Account ("IRA") and options to
purchase 3,121 shares pursuant to the Company's 1997 Stock Option Plan.
(6) Includes 43,506 shares held in Mr. Hughes' IRA, 919 shares held by the
Company's ESOP for the account of Mr. Hughes, 1,790 shares held in the
Company's 401(k) Retirement Plan and options to purchase 4,162 shares
pursuant to the Company's 1997 Stock Option Plan.
(7) Includes 3,800 shares held by Mr. Spaeth's wife, 9,253 shares held in Mr.
Spaeth's IRA and options to purchase 4,162 shares pursuant to the
Company's 1997 Stock Option Plan.
(8) Includes 11,687 shares owned jointly with Mr. Luecke's wife, 500 shares for
Mr. Luecke's daughter for which Mr. Luecke is custodian and options to
purchase 4,162 shares pursuant to the Company's 1997 Stock Option Plan.
<PAGE> 11
8
- --------------
(9) Includes 56,428 shares owned jointly with Mr. Reusing's wife, 337 shares
owned by Mr. Reusing's wife, which shares may be deemed to be owned by Mr.
Reusing, 337 shares held as custodian for Mr. Reusing's son, options to
purchase 14,439 shares pursuant to the Company's 1992 Stock Incentive Plan,
options to purchase 5,202 shares pursuant to the Company's 1997 Stock
Option Plan, 19,573 shares held by the Company's ESOP for the account of
Mr. Reusing and 7,932 shares held by the Company's 401(k) Retirement Plan.
(10) Includes 26,875 shares owned jointly with Mr. Zumbiel's wife and options to
purchase 4,162 shares pursuant to the Company's 1997 Stock Option Plan.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
There are no executive officers of the Company and the Savings Bank who
are not also directors of either the Company and/or the Savings Bank.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the SEC and the National
Association of Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of
all Section 16(a) forms they file. The Company knows of no person who owns 10%
or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, the Company believes that during 1996, all Section 16(a) filing
requirements applicable to its officers and directors were complied with.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company and the Savings Bank meet monthly
and may have special meetings from time-to-time as needed. During the year ended
December 31, 1997, the Board of Directors of the Company met 13 times and the
Board of Directors of the Savings Bank met 13 times. No director attended fewer
than 75% in the aggregate of both the total number of Board meetings during 1997
and the total number of meetings of committees on which he served during the
year.
The entire Board of Directors of the Company acts as a Nominating
Committee. The Board of Directors of the Company has established the following
committees:
<PAGE> 12
9
The Audit Committee of the Company recommends independent auditors to
the Board annually and reviews the Company's financial statements and the scope
and results of the audit performed by the Company's independent auditors and the
Company's system of internal control with management and such independent
auditors and reviews regulatory examination reports. The Audit Committee, which
is comprised of Messrs. Spaeth, Zumbiel and Luecke, meet three times during
1997.
The Compensation Committee of the Company administers the stock benefit
plans of the Company. The Compensation Committee reviews existing compensation,
investigates new and different forms of compensation and makes recommendations
with respect thereto to the Board of Directors. The Committee, which is
comprised of Messrs. Jordan, Luecke, and Papadakis, meet four times during 1997.
The Business Planning Committee of the Company engages in strategic and
long term business planning. The Business Planning Committee, which is comprised
of Messrs. Papadakis, Reusing, Staubach, Hughes and Jordan, met twice during
1997.
The Executive Committee of the Company is authorized to exercise the
powers of the Board of Directors between regular meetings of the Board. The
Executive Committee currently consists of Messrs. Hughes, Reusing, Staubach,
Spaeth and Zumbiel and meets as often as deemed necessary. The Executive
Committee met four times during 1997.
To date, the Savings Bank has not established a nominating committee,
the functions of which are performed by the Board of Directors.
DIRECTORS' COMPENSATION
Each non-employee member of the Board of Directors of the Savings Bank
is paid a base annual fee of $18,000 and each director who is an employee of the
Savings Bank receives a base annual fee of $12,000. Directors of the Savings
Bank do not receive fees for committee meetings. Members of the Board of
Directors of the Company are not paid a separate fee.
The Savings Bank also maintains an Outside Directors' Retirement Plan
("Directors' Retirement Plan"), which was adopted by the Board of Directors of
the Savings Bank in December 1991 to provide retirement benefits to four former
non-employee directors of the Savings Bank (who subsequently retired). Pursuant
to the Directors' Retirement Plan, each participating director receives a
retirement benefit payable in quarterly installments over a ten-year period
consisting of two-thirds of the fees payable to such director for attendance at
all regular meetings of the Board during the 12 calendar months preceding the
director's retirement date, provided that in no event may the annual retirement
benefit be less than $12,000. The percentage of the annual retirement benefit
payable to a participating director varies according to such director's years of
service as a member of the Board of Directors of the Savings Bank, with full
vesting occurring after 10 years of service. Approximately
<PAGE> 13
10
$18,000 of pre-tax compensation expense related to the Directors' Retirement
Plan was accrued by the Savings Bank during the year ended December 31, 1997.
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Savings Bank for services
rendered in all capacities during the last three fiscal years to the President
and Chief Executive Officer and other executive officers of the Savings Bank,
whose total compensation during the last fiscal year exceeded $100,000. The
Company currently does not pay separate compensation to its executive officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
====================================================================================================================================
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------------------------------------------------
OTHER AWARDS PAYOUTS ALL OTHER
NAME AND ANNUAL --------------------------------------- COMPENSATION
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION (3)
(2)
RESTRICTED LTIP
OPTIONS STOCK PAYOUTS
AWARDS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John R. Reusing 1997 $178,154 $10,000(4) -- 13,008(5) $ -- -- $22,267
President and Chief Executive 1996 166,125 10,474 -- -- -- -- 94,325
Officer 1995 150,500 19,875 -- 4,500(6) -- -- 25,912
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph D. Hughes 1997 $147,000 $10,000(4) -- 10,407(5) $ -- -- $18,857
Executive Vice President and 1996 24,462(7) -- -- -- -- -- 858
Chief Lending Officer 1995 -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Paul D. Staubach 1997 $103,385 $10,000(4) -- 10,407(5) $ -- -- $13,306
Senior Vice President, Chief 1996 98,400 5,733 -- -- -- -- 51,600
Financial Officer and Secretary 1995 91,000 10,950 -- 3,375(6) -- -- 14,250
====================================================================================================================================
</TABLE>
- -----------------
(1) Includes directors' fees in the amount of $12,000, $16,500 and $18,000 for
Messrs. Reusing and Staubach for the years ended December 31, 1997, 1996
and 1995, respectively, and $12,000 and $3,000 for Mr. Hughes for the years
ended December 31, 1997 and 1996, respectively. Also includes amounts
deferred by the executive officer pursuant to the Savings Bank's 401(k)
Retirement Plan, which allows employees to defer up to 15% of their salary
per year.
(Footnotes continued on following page)
<PAGE> 14
11
- ----------------------
(2) Does not include amounts attributable to miscellaneous benefits received by
the named executive officers, including an automobile allowance provided by
the Savings Bank. The costs to the Savings Bank of providing such benefits
to the named executive officers during the year ended December 31, 1997 did
not exceed the lesser of $50,000 or 10% of the total of annual salary and
bonus reported for the individual.
(3) During the year ended December 31, 1997, consists of amounts allocated,
accrued or paid by the Savings Bank on behalf of Messrs. Reusing, Hughes
and Staubach for the allocation of shares pursuant to the ESOP of $17,547,
$14,257 and $9,651, respectively, based upon a market value of $15.50 per
share at December 31, 1997, and pursuant to the Savings Bank's 401(k)
Retirement Plan of $4,720, $4,600 and $3,655, respectively.
(4) Incentive bonuses were paid in January of 1998 for financial goals achieved
in 1997.
(5) Consists of stock options granted pursuant to the Company's 1997 Stock
Option Plan. The options listed were adjusted from their original grant as
a result of a change in stockholders' equity due to a return of capital.
(6) Consists of awards granted pursuant to the 1992 Stock Incentive Plan during
the year ended December 31, 1995, as adjusted for the exchange of common
stock of the Savings Bank in the Conversion and Reorganization and as a
result of a change in stockholders' equity due to a return of capital.
(7) Mr. Hughes joined the Savings Bank as Executive Vice President and Chief
Lending Officer in October 1996.
STOCK OPTION PLANS
The Company has adopted the Savings Bank's 1992 Stock Incentive Plan.
The 1992 Stock Incentive Plan provides for the grant of options to purchase the
Company's Common Stock to officers and employees of the Savings Bank. The
maximum number of shares of the Company's Common Stock that may be issued under
the 1992 Stock Incentive Plan is 168,750 shares. As of December 31, 1997,
options for 43,306 shares were outstanding under such plan, as adjusted for the
return of capital. A total of 127,135 shares had been exercised as of December
31, 1997.
In connection with the formation of the Company, the Company adopted
the 1997 Stock Option Plan, which provides for the grant of options to purchase
the Company's Common Stock to directors, officers and employees of the Company.
The maximum number of shares of the Company's Common Stock that may be issued
under the 1997 Stock Option Plan is 227,810 shares. As of December 31, 1997,
options for 170,043 shares were
<PAGE> 15
12
outstanding under the 1997 Stock Option Plan, as adjusted for the return of
capital. A total of 1,700 shares had been exercised as of December 31, 1997.
The following table sets forth certain information with respect to
stock options granted to the named executive officers during the year ended
December 31, 1997 pursuant to the Company's 1997 Stock Option Plan. There were
no stock option grants pursuant to the Company's 1992 Stock Incentive Plan to
the named executive officers during 1997.
<TABLE>
<CAPTION>
====================================================================================================================================
OPTIONS GRANTED DURING LAST FISCAL YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
Individual Grants
- ---------------------------------------------------------------------------------------------------- Potential Realizable
Value at Assumed
% of Total Rates of Stock Price
Options Appreciation for
Granted to Exercise or Option Term(3)
Options Employees in Base Price Expiration ---------------------------------
Name Granted(1) Fiscal Year (Per Share)(2) Date 5% 10%
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John R. Reusing 13,008 10.3% $12.49 April 29, 2007 $102,113 $258,989
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph D. Hughes 10,407 8.2% $12.49 April 29, 2007 $ 81,695 $207,203
- ------------------------------------------------------------------------------------------------------------------------------------
Paul D. Staubach 10,407 8.2% $12.49 April 29, 2007 $ 81,695 $207,203
====================================================================================================================================
</TABLE>
- ----------
(1) The options vested 20% at date of grant, April 29, 1997, and will vest
equally over the next four years. The options listed were adjusted from
their original grant as a result of a change in stockholders' equity due to
a return of capital.
(2) The exercise price is based on the per share market price as of April 29,
1997, as adjusted for a return of capital.
(3) Assumes future stock prices of $20.34 and $32.40 at compounded rates of
return of five percent and 10 percent, respectively. The valuations listed
above are based on hypothetical rates of appreciation in the price of the
Common Stock (five percent and 10 percent, compounded annually) and are
included here in response to specific requirements of the SEC. The Company
makes no representation that its stock will perform similarly or show
similar appreciation.
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's 1997 Stock Option Plan and
the 1992 Stock Incentive Plan by the named executive officers during the year
ended December 31, 1997 and options held at December 31, 1997.
<PAGE> 16
13
<TABLE>
<CAPTION>
====================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Options at Value of Options at
Year End(1) Year End(2)
------------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexercisable(3) Exercisable Unexercisable(3)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John R. Reusing 7,500 $97,800 17,040 10,407 $173,908 $31,325
- ------------------------------------------------------------------------------------------------------------------------------------
Joseph D. Hughes -- -- 2,081 8,326 $6,264 $25,061
- ------------------------------------------------------------------------------------------------------------------------------------
Paul D. Staubach 3,100 $25,647 12,904 8,326 $137,266 $25,061
====================================================================================================================================
</TABLE>
- --------------------
(1) As adjusted for the exchange of common stock of the Savings Bank in the
conversion of Fidelity Federal Mutual Holding Company and the
reorganization of the Savings Bank to the stock holding company form of
organization which was consummated on March 4, 1996 and as a result of a
change in stockholders' equity due to a return of capital.
(2) Based on a per share market price of $15.50 as of December 31, 1997.
(3) The options vested 20% at date of grant and will vest equally over the next
four years.
MANAGEMENT RECOGNITION PLAN
In connection with the formation of the Company, the Company has
adopted the 1997 Management Recognition Plan and Trust ("1997 MRP"), which
provides for the award of restricted Common Stock to directors, officers and
employees of the Company. The restricted stock awarded pursuant to the 1997 MRP
vests over five years, one-fifth per year from the date of grant. As of December
31, 1997, the maximum number of shares of the Company's Common Stock available
for grant under the 1997 MRP was 91,124 shares, and as of such date the Company
had granted 20,000 shares of restricted stock pursuant to such plan to outside
directors of the Company.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company and the Savings Bank (collectively the "Employers") have
entered into employment agreements with Messrs. Reusing, Hughes and Staubach.
The Employers agreed to employ Messrs. Reusing, Hughes and Staubach for a term
of three years in their respective current positions and at their respective
current salaries, which salaries may be increased at the discretion of the Board
of Directors from time to time. In addition, subject to satisfactory performance
reviews by the Board of Directors, the employment agreements
<PAGE> 17
14
shall be extended on each anniversary date for an additional year so that the
remaining term shall be three years.
The employment agreements are terminable with or without cause by the
Employers. Messrs. Reusing, Hughes and Staubach shall have no right to
compensation or other benefits pursuant to the employment agreements for any
period after voluntary termination or termination by the Employers for cause,
disability, retirement or death, provided, however, that (i) in the event that
either Mr. Reusing, Mr. Hughes or Mr. Staubach terminates his employment because
of failure of the Employers to comply with any material provision of the
respective employment agreement or (ii) such employment agreement is terminated
by the Employers other than for cause, disability, retirement or death or by Mr.
Reusing, Mr. Hughes or Mr. Staubach as a result of certain adverse actions which
are taken with respect to Mr. Reusing's, Mr. Hughes' or Mr. Staubach's
respective employment following a Change in Control of the Company, as defined,
Messrs. Reusing, Hughes and Staubach will be entitled to a cash severance amount
equal to three times his respective base salary. In addition, Messrs. Reusing,
Hughes and Staubach will be entitled to a continuation of benefits similar to
those they are receiving at the time of such termination for the remaining term
of the agreement or until such employee obtains full-time employment with
another employer.
A Change in Control is generally defined in the employment agreements
to include any change in control required to be reported under the federal
securities laws, as well as (i) the acquisition by any person of 25% or more of
the Company's outstanding voting securities and (ii) a change in a majority of
the directors of the Company during any two-year period without the approval of
at least two-thirds of the persons who were directors of the Company at the
beginning of such period.
In the event that either Mr. Reusing's, Mr. Hughes' or Mr. Staubach's
employment is terminated by the Employers for other than cause, disability,
retirement or death or such employment is terminated by Mr. Reusing, Mr. Hughes
or Mr. Staubach due to a material breach of the employment agreement by the
Employers which breach has not been cured as set forth under the employment
agreement, and as of the date of termination no Change in Control of the Company
has occurred, no written agreement which contemplates a Change in Control of the
Company and which still is in effect has been entered into by either or both of
the Employers and no discussions and/or negotiations are being conducted which
relate to the same, then Messrs. Reusing, Hughes and Staubach will be entitled
to a cash severance amount equal to his respective base salary which he would
have earned over the remaining term of such employment agreement. In addition,
Messrs. Reusing, Hughes and Staubach will be entitled to a continuation of
benefits similar to those they are receiving at the time of such termination for
the remaining term of the agreement or until such employee obtains full-time
employment with another employer.
The employment agreements provide that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute
<PAGE> 18
15
"excess parachute payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), then such payments and benefits
received thereunder shall be reduced, in the manner determined by the employee,
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.
The Employers have also entered into severance agreements with four
officers of the Employers in order to assist the Employers in maintaining a
stable and competent management base. The agreements provide for a two-year
term, and subject to satisfactory performance reviews by the Board of Directors,
shall extend on each anniversary date for an additional year so that the
remaining term will be two years. The agreements provide for severance payments
in the event that certain adverse actions are taken with respect to an
employee's employment following a Change in Control of the Company, as defined,
in an amount equal to two times the respective employee's annual compensation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee ("Committee") of the Company's Board of
Directors, which is comprised of Messrs. Jordan, Luecke and Papadakis, reviews
compensation and benefits and recommends to the Board of Directors adjustments
in such compensation. Messrs. Reusing, Hughes and Staubach did not participate
or vote on their individual compensation. The report of the Committee with
respect to compensation for the Chief Executive Officer and all other executive
officers for 1997 is set forth below:
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The charter of the Committee is to assist the Company in carrying out
its responsibility to evaluate, initiate and oversee executive compensation
arrangements and shareholder-approved benefit plans. The overall goals of the
Committee are to assist the Company in attracting and retaining qualified
management and rewarding these individuals for performance goals that are
achieved.
The Compensation Committee annually evaluates the base salary and
bonuses paid to the three executive officers of the Savings Bank. Although the
Company's assets exceed $500 million, compensation reports in the $250-$500
million range are utilized for comparisons due to the Savings Bank's rapid
growth through an acquisition. The overall
<PAGE> 19
16
goal of the Committee is to assist the Company in attracting and retaining
qualified management. We feel the base compensation paid to the executive
officers is commensurate within the thrift marketplace.
Incentive bonuses were paid in January of 1998 for financial goals
achieved in 1997. All three executive officers received a bonus in the amount of
$10,000.00 which represented 25% of the bonus pool based on a 1997 net earnings
goal. In addition, in April 1997, a stock incentive program was approved. Stock
options were granted to the three executive officers along with all other
officers of the Company and selected staff. Awards were made at a level
calculated to be competitive within the thrift industry and well within the
limits prescribed by the Office of Thrift Supervision.
In 1997, a Management Recognition Plan was also approved and shares
have been granted to only the outside directors of the Company.
Following a review and approval by the Committee, all issues pertaining
to executive compensation were submitted to the full Board of Directors for
their approval. Messrs. Reusing, Hughes and Staubach did not participate or vote
on their individual compensation packages.
Michael W. Jordan
David A. Luecke
Constantine N. Papadakis
<PAGE> 20
17
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock for the period beginning March 4, 1996, the date the Company
converted to a stock company and its stock began trading with (i) the yearly
cumulative total return on the stocks included in the S&P 500 Total Return Index
and (ii) the yearly cumulative total return on the stocks included in the SNL
Securities All Thrifts Index. All of these cumulative returns are computed
assuming the reinvestment of dividends at the frequency with which dividends
were paid during the applicable year.
<TABLE>
<CAPTION
Period Ending
--------------------------------------------------
Index 3/4/96 6/30/96 12/31/96 6/30/97 12/31/97
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Fidelity Financial of Ohio, Inc. 100.00 96.19 111.68 145.26 163.40
S&P 500 100.00 103.78 115.83 139.69 154.48
SNL All Index 100.00 104.01 129.87 168.35 220.99
</TABLE>
<PAGE> 21
18
INDEBTEDNESS OF MANAGEMENT
In accordance with applicable federal laws and regulations, the Savings
Bank offers mortgage loans to its directors, officers and employees for the
financing of their primary residences and certain other loans. These loans are
generally made on substantially the same terms as those prevailing at the time
for comparable transactions with non-affiliated persons. It is the belief of
management that these loans neither involve more than the normal risk of
collectibility nor present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution, such as the Savings Bank, to its
executive officers, directors and, to the extent otherwise permitted, principal
stockholder(s), or any related interest of the foregoing, must be on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions by the savings institution
with non-affiliated parties; unless the loans are made pursuant to a benefit or
compensation program that (i) is widely available to employees of the
institution and (ii) does not give preference to any director, executive officer
or principal stockholder, or certain affiliated interests of either, over other
employees of the savings institution, and must not involve more than the normal
risk of repayment or present other unfavorable features. Beginning in 1997,
officers and directors receive a discount on their interest rate according to a
policy for all employees. As of December 31, 1997, with the exception of Messrs.
Jordan, Hughes and Staubach (who had in the aggregate $534,200, $158,500 and
$142,400, respectively, of first mortgage loans from the Savings Bank as of such
date, and Mr. Hughes (who had a $50,300 equity credit advance as of such date),
no director, nominee for director or executive officer of the Savings Bank,
including members of their immediate family, had aggregate indebtedness to the
Savings Bank exceeding $60,000.
TRANSACTIONS WITH AFFILIATES
Michael W. Jordan, a director of the Company, is a broker and general
manager of Jordan Realtors, Cincinnati, Ohio. Jordan Realtors received
approximately $159,000 in real estate brokerage fees which were paid by
customers of Jordan Realtors who were also borrowers of the Savings Bank during
the year ended December 31, 1997.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Grant Thornton LLP
as independent auditors for the Company for the year ending December 31, 1998,
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 LLP that neither the firm nor any of its associates
has any relationship with the Company other than the usual relationship that
exists between independent public accountants and clients. Grant Thornton LLP
will have representatives at the Annual Meeting who will have an opportunity
<PAGE> 22
19
to make a statement, if they so desire, and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF GRANT THORNTON LLP, AS INDEPENDENT AUDITORS FOR THE YEAR
ENDING DECEMBER 31, 1998. A MAJORITY OF THE TOTAL VOTES PRESENT, IN PERSON OR BY
PROXY, AT THE ANNUAL MEETING IS REQUIRED FOR RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT AUDITORS.
OTHER MATTERS
Management is not aware of any business to come before the Annual
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Annual 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 solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the 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.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting of
Stockholders of the Company must be received at the main office of the Company
no later than November 27, 1998. If such proposal is in compliance with all of
the requirements of Rule 14a-8 under the Exchange Act, it will be included in
the Proxy Statement and set forth on the form of proxy issued for the next
Annual Meeting of Stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Stockholders of the Company as of the record date for the Annual
Meeting are being forwarded a copy of the Company's Annual Report to
Stockholders for the year ended December 31, 1997 ("Annual Report"). Included in
the Annual Report are the financial statements of the Company as of December 31,
1996 and 1997 and for each of the years in the three-year period ended December
31, 1997, prepared in accordance with generally accepted accounting principles,
and the related report of the Company's independent public accountants. The
Annual Report is not a part of this Proxy Statement.
<PAGE> 23
20
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SEC UNDER THE EXCHANGE ACT FOR THE YEAR ENDED DECEMBER 31, 1997. UPON
WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY SUCH STOCKHOLDER A COPY OF THE
EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K. SUCH WRITTEN REQUESTS SHOULD BE
DIRECTED TO FIDELITY FINANCIAL OF OHIO, INC., 4555 MONTGOMERY ROAD, CINCINNATI,
OHIO 45212, ATTENTION: SECRETARY. THE ANNUAL REPORT ON FORM 10-K IS NOT A PART
OF THIS PROXY STATEMENT.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ PAUL D. STAUBACH
---------------------------
Paul D. Staubach, Secretary
March 27, 1998
Cincinnati, Ohio
<PAGE> 24
FIDELITY FINANCIAL OF OHIO, INC. REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIDELITY
FINANCIAL OF OHIO, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON APRIL 28, 1998 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to vote
the shares of the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Quality Hotel Central located at 4747 Montgomery Road,
Cincinnati, Ohio, on April 28, 1998, at 2:00 p.m., Eastern Time, or at any
adjournment thereof, with all the powers that the undersigned would possess if
personally present, as follows:
1. Election of Directors
[ ] FOR all nominees listed below [ ] WITHHOLD authority to
(except as marked to the vote for all nominees
contrary below) listed below
Nominees for one-year term: Constantine N. Papadakis and Paul D. Staubach
Nominee for two-year term: Michael W. Jordan
To withhold authority to vote for any individual nominee, write the name of
the nominee in the space provided below:
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for fiscal 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any
person as a director if the nominee is unable to serve or for good cause will
not serve, matters incident to the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The Board of Directors recommends that you vote FOR the Board of
Directors' nominees listed above and FOR Proposal 2. You are encouraged to
specify your choices by marking the appropriate boxes on the reverse side, but
you need not mark any boxes if you wish to vote in accordance with the Board of
Directors' recommendations. This proxy may not be voted for any person who is
not a nominee of the Board of Directors of the Company. THIS PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)
<PAGE> 25
Shares of common stock of the Company will be voted as specified. IF NO
SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2, AND OTHERWISE
AT THE DISCRETION OF THE PROXIES.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Fidelity Financial of Ohio, Inc. called for April 28,
1998, a Proxy Statement for the Annual Meeting and the 1997 Annual Report to
Stockholders.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD
USING THE ENCLOSED ENVELOPE.
Date:_______________________, 1998
__________________________________
Signature
__________________________________
Signature
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON
THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED IN THE
CASE OF A JOINT ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.
