<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sections 240.14a-11(c) or Sections
240.14a-12
FFD FINANCIAL CORPORATION
-------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule O-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------
3) Filing Party:
--------------------------------------
4) Date Filed:
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<PAGE> 2
FFD FINANCIAL CORPORATION
321 NORTH WOOSTER AVENUE
DOVER, OHIO 44622
(330) 364-7777
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1997 Annual Meeting of Shareholders of
FFD Financial Corporation ("FFD") will be held at 321 North Wooster Avenue,
Dover, Ohio 44622, on October 14, 1997 at 1:00 p.m., local time (the "Annual
Meeting"), for the following purposes, all of which are more completely set
forth in the accompanying Proxy Statement:
1. To elect three directors of FFD for terms expiring in 1999;
2. To ratify the selection of Grant Thornton LLP as the
auditors of FFD for the current fiscal year; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Only shareholders of FFD of record at the close of business on August
29, 1997, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. The giving of a Proxy does not affect your right to vote in
person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Dover, Ohio Robert R. Gerber, President
September 12, 1997
<PAGE> 3
FFD FINANCIAL CORPORATION
321 NORTH WOOSTER AVENUE
DOVER, OHIO 44622
(330) 364-7777
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of FFD
Financial Corporation ("FFD") for use at the 1997 Annual Meeting of Shareholders
of FFD to be held at 321 North Wooster Avenue, Dover, Ohio 44622, on October 14,
1997, at 1:00 p.m., local time, and at any adjournments thereof (the "Annual
Meeting"). Without affecting any vote previously taken, the Proxy may be revoked
by a shareholder executing a later dated proxy which is received by FFD before
the Proxy is exercised or by giving notice of revocation to FFD in writing or in
open meeting before the Proxy is exercised. Attendance at the Annual Meeting
will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of J. Richard Gray, Roy O. Mitchell, Jr.
and Robert D. Sensel as directors of FFD for terms expiring in
1999; and
FOR the ratification of the selection of Grant Thornton LLP
("Grant Thornton") as the auditors of FFD for the current
fiscal year.
Proxies may be solicited by the directors, officers and other employees
of FFD and First Federal Savings Bank of Dover ("First Federal"), in person or
by telephone, telegraph or mail only for use at the Annual Meeting. Such Proxies
will not be used for any other meeting. The cost of soliciting Proxies will be
borne by FFD.
Only shareholders of record as of the close of business on August 29,
1997 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
FFD's records disclose that, as of the Voting Record Date, there were 1,454,750
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of FFD on or
about September 12, 1997.
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and FFD's Code of Regulations (the "Regulations"), the
three nominees receiving the greatest number of votes will be elected as
directors. Shares as to which the authority to vote is withheld are not counted
toward the election of directors or toward the election of the individual
nominees specified on the Proxy. If the accompanying Proxy is signed and dated
by the shareholder but no vote is specified thereon, the shares held by such
shareholder will be voted FOR the reelection of the three nominees.
<PAGE> 4
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton as the auditors of FFD for the current fiscal
year. The effect of an abstention is the same as a vote against ratification. If
the accompanying Proxy is signed and dated by the shareholder but no vote is
specified thereon, the shares held by such shareholder will be voted FOR the
ratification of the selection of Grant Thornton as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only person known to FFD to own beneficially more than five percent of the
outstanding common shares of FFD as of August 31, 1997:
<TABLE>
<CAPTION>
Amount and nature of Percent of
Name and address beneficial ownership shares outstanding
- ---------------- -------------------- ------------------
<S> <C> <C>
First Bankers Trust, N.A. 116,380(1) 8.00%
1201 Broadway
Quincy, Illinois 62301
- ---------------------------
<FN>
(1) Includes 114,044 shares that First Bankers Trust Company, N.A. (the
"ESOP Trustee"), as the Trustee for the FFD Financial Corporation
Employee Stock Ownership Plan (the "ESOP"), has sole voting power over
and 2,336 shares over which the ESOP Trustee has shared voting power.
The ESOP Trustee has sole investment power over all 116,380 shares.
</FN>
</TABLE>
The following table sets forth certain information with respect to the
number of common shares of FFD beneficially owned by each director of FFD and by
all directors and executive officers of FFD as a group as of August 31, 1997:
<TABLE>
<CAPTION>
Amount and nature of beneficial ownership
--------------------------------------------
Sole voting and/or Shared voting and/or Percent of
Name and address (1) investment power investment power shares outstanding
- -------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Stephen G. Clinton 4,186.4 (2) 37,390 (3) 2.86%
Robert R. Gerber 8,528.0 (4) 40,540 (3) 3.36
J. Richard Gray 22,036.4 (2) - 1.51
Richard J. Herzig 14,536.4 (2) - 1.00
Roy O. Mitchell, Jr. 14,536.4 (2) 2,000 1.14
Robert D. Sensel 12,036.4 (2) 10,000 1.51
All directors and executive
officers of FFD as a group
(8 people) 77,492.0 (5) 54,390 (6) 8.99%
<FN>
- -----------------------------
(1) Each of the persons listed on this table may be contacted at the
address of FFD.
(2) This number includes 1,454.6 shares that may be acquired upon the
exercise of options awarded pursuant to the FFD Financial Corporation
1996 Stock Option and Incentive Plan (the "Stock Option Plan") and
581.8 shares which will be earned in the next 60 days pursuant to the
First Federal Savings Bank of Dover Recognition and Retention Plan and
Trust (the "RRP").
(Footnotes continued on next page)
<PAGE> 5
(3) This number includes 35,540 shares held by the RRP Trust with regard to
which Messrs. Clinton and Gerber have shared voting power as Trustees
of the RRP.
(4) This number includes 4,364 shares that may be acquired upon the
exercise of an option awarded pursuant to the Stock Option Plan and
1,164 shares which will be earned in the next 60 days pursuant to the
RRP.
(5) This number includes 12,362 shares that may be acquired upon the
exercise of options awarded pursuant to the Stock Option Plan and 4,480
shares that will be earned in the next 60 days pursuant to the RRP.
(6) The 35,540 shares held by the RRP Trust are reflected in each Trustee's
amounts but counted only once in the amount beneficially owned by all
directors and executive officers of FFD as a group.
</TABLE>
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
FFD's Regulations provide for a Board of Directors consisting of six
persons divided into two classes. In accordance with Section 2.03 of the
Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of FFD by the later of the
July 31st immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of common shares
of FFD owned either beneficially or of record by each such nominee and the
length of time such shares have been so owned.
Each of the directors of FFD is also a director of First Federal. Each
director of FFD became a director of the Company in connection with the
conversion of FFD from mutual to stock form (the "Conversion") and the formation
of FFD as the holding company for First Federal.
The Board of Directors proposes the reelection of the following persons
to serve as directors of FFD until the annual meeting of shareholders in 1999
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<PAGE> 6
<TABLE>
<CAPTION>
Name Age (1) Position(s) held Director of FFD since
- ---- ------- ---------------- ---------------------
<S> <C> <C> <C>
J. Richard Gray 70 Director 1995
Roy O. Mitchell, Jr. 70 Director 1995
Robert D. Sensel 52 Director 1995
- -----------------------------
<FN>
(1) As of August 31, 1997.
</TABLE>
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Name Age (1) Position(s) held Director of FFD since Term expires
- ---- ------- ---------------- --------------------- ------------
<S> <C> <C> <C> <C>
Stephen G. Clinton 44 Director 1995 1998
Robert R. Gerber 48 Director and President 1995 1998
Richard J. Herzig 72 Director 1995 1998
- -----------------------------
</FN>
(1) As of August 31, 1997.
</TABLE>
STEPHEN G. CLINTON has been employed by National Capital Companies LLC
("National Capital"), a financial consulting and investment banking firm
specializing in the financial services industry, since 1990. Although National
Capital is headquartered in Chevy Chase, Maryland, Mr. Clinton operates out of
an office in Dover, Ohio. Mr. Clinton has been President of National Capital
since August 1995.
ROBERT R. GERBER has served as President of First Federal since 1992.
From 1984 to 1992, Mr. Gerber was a loan officer and the Secretary of First
Federal.
J. RICHARD GRAY has been employed by Hanhart Agency, Inc., an insurance
agency in Dover, since 1951. Mr. Gray has served as that company's Chairman for
the past two years.
RICHARD J. HERZIG is the Chairman and retired President of
Toland-Herzig Funeral Homes, Inc. located in Dover, Ohio.
ROY O. MITCHELL, JR. served as Managing Officer of First Federal from
1967 until his retirement from First Federal in 1992.
ROBERT D. SENSEL has been President and Chief Executive Officer of
Dover Hydraulics, Inc., Dover, Ohio, since 1984. Dover Hydraulics is involved in
the manufacture, repair and distribution of hydraulic cylinders and components
for the steel, construction and mining industries.
MEETINGS OF DIRECTORS
The Board of Directors of FFD met 13 times for regularly scheduled and
special meetings during the fiscal year ended June 30, 1997.
<PAGE> 7
Each director of FFD is also a director of First Federal. The Board of
Directors of First Federal met 14 times for regularly scheduled and special
meetings during the fiscal year ended June 30, 1997.
COMMITTEES OF DIRECTORS
The Board of Directors of FFD has an Audit Committee, an ESOP Committee
and a Stock Option Committee. The full Board of Directors serves as a nominating
committee.
The Audit Committee is responsible for selecting and recommending to
the Board of Directors a firm to serve as auditors for FFD and reviewing the
report prepared by the auditors. The full Board of Directors served as the Audit
Committee during fiscal year 1997 and met once during the fiscal year ended June
30, 1997.
The ESOP Committee is responsible for administering the ESOP. The ESOP
Committee consists of all of the directors of FFD. The ESOP Committee met once
during the 1997 fiscal year.
The Stock Option Committee is responsible for administering the Stock
Option Plan, including interpreting the Stock Option Plan and granting options
pursuant to its terms. The members of the Stock Option Committee are Messrs.
Gray, Herzig, Mitchell and Sensel. The Stock Option Committee met twice during
the fiscal year ended June 30, 1997.
The Board of Directors of First Federal has an Executive Committee and
an RRP Committee.
The Executive Committee functions primarily as a loan approval
committee, although it is authorized to act on other matters. The members of the
Executive Committee are Messrs. Gerber, Gray and Herzig. The Executive Committee
met 48 times during the fiscal year ended June 30, 1997.
The RRP Committee administers the RRP and recommends awards thereunder,
subject to the approval of the full Board of Directors. The members of the RRP
Committee are Messrs. Gray, Herzig, Mitchell and Sensel. The RRP Committee met
twice during the fiscal year ended June 30, 1997.
EXECUTIVE OFFICERS
In addition to Mr. Gerber, who is the President of both FFD and First
Federal, the following persons are executive officers of FFD and First Federal
and hold the designated positions:
<TABLE>
<CAPTION>
Name Age(1) Position(s) held
- ---- ------ ----------------
<S> <C> <C>
Charles A. Bradley 36 Treasurer of FFD and Vice President, Treasurer and Chief
Financial Officer of First Federal
Shirley A. Wallick 52 Secretary of FFD and First Federal
<FN>
- -----------------------------
(1) As of August 31, 1997.
</TABLE>
<PAGE> 8
CHARLES A. BRADLEY is the Vice President, the Treasurer and the Chief
Financial Officer of First Federal and the Treasurer of FFD. Prior to joining
FFD and First Federal in 1997, Mr. Bradley served as the Chief Financial Officer
of the Bank One branches located in Dover, Coshocton and Cambridge, Ohio, from
1995 to February, 1997, and as Vice President/Finance and Manager of Operations
at the Bank One branch in Dover, Ohio, from 1992 to 1995.
SHIRLEY A. WALLICK is the Secretary of First Federal and FFD. She is
responsible for teller operations, bookkeeping and on-line coordination of First
Federal's data processing system. She has been an employee of First Federal
since December 1982.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to Robert R.
Gerber, who is the President of FFD and First Federal, for the fiscal years
ended June 30, 1997, 1996 and 1995. No other executive officer of FFD or First
Federal earned salary and bonus in excess of $100,000 during such periods.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------------------------------------------------------
Annual Compensation Long term Compensation All Other
Compensation (1)
- ----------------------------------------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($) Awards
Principal ---------------------------------------------
Position Restricted Stock Securities Underlying
Awards ($) Options/SARs (#)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert R. Gerber 1997 $84,000 $8,000 $64,020 (2) 21,280 (3) -
President 1996 $73,933 $6,376 - - $12,275 (4)
1995 $62,545 $6,110 - - $16,483 (5)
- -------------------------
<FN>
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Gerber, the cost of which was less than 10% of his
compensation.
(2) On October 8, 1996, Mr. Gerber was awarded 5,820 common shares pursuant
to the RRP. Mr. Gerber paid no consideration for such shares. Such
shares will become earned and nonforfeitable at the rate of one-fifth
per year on the anniversary of the date of the award, beginning October
8, 1997, assuming continued employment with, or service on the Board of
Directors of, First Federal. The market price of FFD's shares on
October 8, 1996, determined by reference to the closing bid for FFD's
shares on the Nasdaq SmallCap Market ("Nasdaq") on such date was $11.00
per share. The aggregate market value of the shares awarded to Mr.
Gerber under the RRP, as of such date, was $64,020. At June 30, 1997,
the market price was $14.00, based on the closing bid of FFD's common
shares, and the aggregate market value of the shares awarded to Mr.
Gerber was $81,480. In addition, dividends and other distributions paid
<PAGE> 9
on such shares and earnings on such dividends and distributions will be
distributed to Mr. Gerber according to the vesting schedule.
(3) Represents the number of common shares of the FFD underlying options
granted to Mr. Gerber pursuant to the Stock Option Plan.
(4) Consists of directors' fees of $3,900 and First Federal's contribution
of $8,375 to First Federal's tax-qualified profit sharing plan (the
"Profit Sharing Plan.").
(5) Consists of directors' fees of $7,350 and $9,133 contributed to the
Profit Sharing Plan by First Federal.
</TABLE>
STOCK OPTION PLAN
The shareholders of FFD adopted the Stock Option Plan at the 1996
Annual Meeting of Shareholders. Pursuant to the Stock Option Plan, 145,475
shares were reserved for issuance by FFD upon exercise of options to be granted
to certain directors, officers and employees of FFD and First Federal from time
to time under the Stock Option Plan. Options to purchase 96,833 common shares of
FFD were granted pursuant to the Stock Option Plan during the fiscal year ended
June 30, 1997.
The Stock Option Committee may grant options under the Stock Option
Plan at such times as it deems most beneficial to First Federal and FFD on the
basis of the individual participant's responsibility, tenure and future
potential to First Federal and FFD and in accordance with the Office of Thrift
Supervision ("OTS") regulations.
Options granted to the officers and employees under the Stock Option
Plan may be "incentive stock options" ("ISOs") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). Options granted
under the Stock Option Plan to directors who are not employees of FFD or First
Federal will not qualify under the Code and thus will not be incentive stock
options ("Non-Qualified Stock Options").
FFD will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, FFD will receive
payment of cash or, if acceptable to the Committee, FFD common shares or
outstanding awarded stock options.
<PAGE> 10
The following table sets forth information regarding all grants of
options to purchase common shares of FFD made to Mr. Gerber during the fiscal
year ended June 30, 1997:
<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Individual Grants
------------------------------------------------------------------------------------------------
Number of Securities % Of Total Options/SARs
Underlying Options/ Granted to Employees in Exercise or Base
Name SARs Granted (#) 1997 Fiscal Year Price ($/Share) Expiration Date
- ---- ------------------ ------------------------ ----------------- ---------------
<S> <C> <C> <C> <C>
Robert R. Gerber 21,820 (1) 22.53% $11.25 October 8, 2006
<FN>
- ----------------------------
(1) The option was granted on October 8, 1996, and is first exercisable
with respect to one-fifth of the shares subject to the option on each
anniversary of the date of grant of such option, commencing October 8,
1997.
</TABLE>
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Gerber at June 30, 1997:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/97 Option/SAR Values
--------------------------------------------------------------------------------------
Number of Securities Underlying
Unexercised Options/SARs at Value of Unexercisable
Shares Acquired on Value 6/30/97(#) "In The Money" Options/
Name Exercise(#) Realized($) Exercisable/Unexercisable SARs at 6/30/97(#)(1)
- ---- ------------------ ----------- -------------------------------- ----------------------
<S> <C> <C> <C> <C>
Robert R. Gerber -0- N/A -0-/21,820 -0-/$60,005
<FN>
- ---------------------------
(1) For purposes of this table, the value of the option was determined by
multiplying the number of shares subject to unexercised options by the
difference between the $11.25 exercise price and the fair market value
of FFD's common shares, which was $14.00 on June 30, 1997, based on the
closing bid price reported by Nasdaq.
</TABLE>
RECOGNITION AND RETENTION PLAN
The shareholders of FFD adopted the RRP at the 1996 Annual Meeting of
Shareholders. With funds contributed by First Federal, the RRP purchased 40,600
common shares of FFD, 28,293 of which were awarded to directors and executive
officers of First Federal during the fiscal year ended June 30, 1997.
The RRP is administered by the RRP Committee. The RRP Committee
determines which directors and employees of First Federal will be awarded shares
under the RRP and the number of shares awarded.
Unless the RRP Committee specifically states to the contrary at the
time of an award of shares, one-fifth of such shares will be earned and
non-forfeitable on each of the first five anniversaries of the date of the
award. Shares awarded pursuant to the RRP, along with any dividends and other
distributions
<PAGE> 11
paid on such shares and earnings thereon, are distributed to recipients as soon
as practicable after such shares become earned. Recipients are not permitted to
transfer or direct the voting of shares awarded under the RRP until they become
earned.
EMPLOYEE STOCK OWNERSHIP PLAN
FFD has established the ESOP for the benefit of employees of FFD and
its subsidiaries, including First Federal, who are age 21 or older and who have
completed at least one year of service with FFD and its subsidiaries. The ESOP
provides an ownership interest in the Company to all eligible full-time
employees of the Company. The ESOP trust borrowed funds from the Company with
which it acquired 116,380 of the common shares sold in the Conversion.
Contributions to the ESOP and shares released from the suspense account
are allocated among participants on the basis of compensation. Except for
participants who retire, become disabled or die during a plan year, all other
participants must have completed at least 1,000 hours of service in order to
receive an allocation. Benefits become fully vested after five years of service.
DIRECTOR COMPENSATION
Each director who is not an executive officer of FFD receives a fee of
$300 per regular meeting attended and $50 per special meeting attended. Each
director who is not an executive officer of First Federal receives a fee of $700
per regular meeting attended and $50 per special meeting attended. In addition,
directors who are not executive officers of either FFD or First Federal receives
a fee of $25 per committee meeting.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP as the auditors
of FFD for the current fiscal year and recommends that the shareholders ratify
the selection. Management expects that a representative of Grant Thornton LLP
will be present at the Annual Meeting, will have the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in FFD's proxy
statement for the 1998 Annual Meeting of Shareholders should be sent to FFD by
certified mail and must be received by FFD not later than May 16, 1998.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
<PAGE> 12
By Order of the Board of Directors
Robert R. Gerber, President
Dover, Ohio
September 12, 1997
<PAGE> 13
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FFD FINANCIAL CORPORATION
FFD FINANCIAL CORPORATION 1997 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 14, 1997
The undersigned shareholder of FFD Financial Corporation ("FFD") hereby
constitutes and appoints Robert R. Gerber and Richard J. Herzig, or either one
of them, as the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the Annual Meeting of Shareholders
of FFD to be held at 321 North Wooster Avenue, Dover, Ohio 44622, on October 14,
1997, at 1:00 p.m. local time (the "Annual Meeting"), all of the shares of FFD
which the undersigned is entitled to vote at the Annual Meeting, or at any
adjournment thereof, on each of the following proposals, all of which are
described in the accompanying Proxy Statement:
1. The election of three directors:
FOR all nominees WITHHOLD authority to
listed below vote for all nominees
[ ] (except as marked to the [ ] listed below:
contrary below):
J. Richard Gray
Roy O. Mitchell, Jr.
Robert D. Sensel
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -----------------------------------------------------------------------
2. The ratification of the selection of Grant Thornton LLP, certified
public accountants, as the auditors of FFD for the current fiscal year.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 14
The Board of Directors recommends a vote "FOR" the nominees and the
proposals listed above.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 1997 Annual Meeting of Shareholders of FFD and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
- ---------------------------- ------------------------------
Signature Signature
- ---------------------------- ------------------------------
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
