SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss.
240.14a-12
FFD FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
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 1999 Annual Meeting of Shareholders of
FFD Financial Corporation ("FFD") will be held at the McDonald/Marlite
Conference Center, 143 McDonald Drive SW, New Philadelphia, Ohio 44663, on
October 19, 1999 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 2001;
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
31, 1999, 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
/s/Robert R. Gerber, President
Dover, Ohio Robert R. Gerber, President
September 17, 1999
<PAGE>
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 1999 Annual Meeting of Shareholders
of FFD to be held at the McDonald/Marlite Conference Center, 143 McDonald Drive
SW, New Philadelphia, Ohio 44663, on October 19, 1999, 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 2001;
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 31,
1999 (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 1,453,416
votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of FFD on or
about September 20, 1999.
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>
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, 1999:
<TABLE>
<CAPTION>
Amount and nature of Percent of
Name and address beneficial ownership shares outstanding
<S> <C> <C>
FFD Financial Corporation 143,042 (1) 9.84%
Employee Stock Ownership Plan
1201 Broadway
Quincy, Illinois 62301
</TABLE>
- ---------------------------
(1) Includes 105,388 unallocated shares with respect to which 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. The ESOP Trustee has sole investment power over all 143,042
shares.
<PAGE>
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, 1999:
<TABLE>
<CAPTION>
Amount and nature of beneficial ownership
Sole voting and Shared voting and Percent of
Name and address (1) investment power investment power shares outstanding
- -------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
Stephen G. Clinton 10,187 (2) 38,615 (3) 3.34%
Robert R. Gerber 30,526 (4)(5) 41,765 (3) 4.92%
J. Richard Gray 7,437 (2) 20,000 1.88%
Richard J. Herzig 7,437 (2) 12,500 1.37%
Enos L. Loader 3,206 (6) 1,000 0.29%
Roy O. Mitchell, Jr. 7,936 (2) 14,000 1.50%
Robert D. Sensel 17,437 (2) 10,000 1.88%
All directors and executive
officers of FFD as a group
(9 people) 89,195 (7) 101,115 (8) 12.70%
</TABLE>
- -----------------------------
(1) Each of the persons listed on this table may be contacted at the address of
FFD.
(2) This number includes 5,367 shares that may be acquired upon the exercise of
options awarded pursuant to the FFD Financial Corporation 1997 Stock Option
and Incentive Plan (the "Stock Option Plan") and 744 shares which are
expected to be earned in the next 60 days pursuant to the First Federal
Savings Bank of Dover Recognition and Retention Plan Trust (the "RRP").
(3) This number includes 36,765 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 15,704 shares that may be acquired upon the exercise
of an option awarded pursuant to the Stock Option Plan and 1,487 shares
which are expected to be earned in the next 60 days pursuant to the RRP.
(5) This number includes 7,683 shares allocated to Mr. Gerber's ESOP account,
with respect to which Mr. Gerber has voting power.
(6) This number includes 1,789 shares that may be acquired upon the exercise of
options awarded pursuant to the Stock Option Plan.
(7) This number includes 45,221 shares that may be acquired upon the exercise
of options awarded pursuant to the Stock Option Plan and 5,727 shares that
are expected to be earned in the next 60 days pursuant to the RRP.
(8) The 36,765 shares held by the RRP Trust (including the shares held by the
RRP Trust but expected to be earned and distributed in the next 60 days,
which are also included in the numbers of shares held with sole voting and
investment power) are reflected in each Trustee's amount but counted only
once in the amount beneficially owned by all directors and executive
officers of FFD as a group.
<PAGE>
BOARD OF DIRECTORS
Election of Directors
FFD's Regulations provide for a Board of Directors consisting of seven
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.
Messrs. Clinton, Gerber, Gray, Herzig, Mitchell and Sensel became directors of
FFD 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.
Mr. Loader was appointed to the boards of FFD and First Federal effective June
1, 1998, to fill vacancies created when the size of the boards was changed from
six to seven members.
The Board of Directors proposes the reelection of the following persons
to serve as directors of FFD until the annual meeting of shareholders in 2001
and until their successors are duly elected and qualified or until their earlier
resignation, removal from office or death:
<TABLE>
<CAPTION>
Name Age (1) Position(s) held Director of FFD since
- ---- ------- ---------------- ---------------------
<S> <C> <C> <C>
J. Richard Gray 72 Director 1995
Roy O. Mitchell, Jr. 72 Director 1995
Robert D. Sensel 54 Director 1995
</TABLE>
- -----------------------------
(1) As of August 31, 1999.
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.
<PAGE>
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 46 Director 1995 2000
Robert R. Gerber 50 Director and President 1995 2000
Richard J. Herzig 74 Director 1995 2000
Enos L. Leader 62 Director 1998 2000
</TABLE>
- -----------------------------
(1) As of August 31, 1999.
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 three years.
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.
Stephen G. Clinton is a Vice President with Tucker Anthony Cleary Gull, an
investment banking firm headquartered in Boston, Massachusetts, providing
assistance to financial institutions in their implementation of capital
strategies. Prior to joining Tucker Anthony in 1997, Mr. Clinton was for seven
years the President of National Capital Companies, LLC, an investment banking
firm.
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.
Richard J. Herzig is the Chairman and retired President of Toland-Herzig
Funeral Homes, Inc., located in Dover, Ohio.
Enos L. Loader was employed by Bank One Dover N.A. for 38 years, retiring
in 1998 as Executive Vice President and Chief Operating Officer. He currently
provides business financial consulting to several firms.
Meetings of Directors
The Board of Directors of FFD met 14 times for regularly scheduled and
special meetings during the fiscal year ended June 30, 1999.
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, 1999.
<PAGE>
Committees of Directors
The Board of Directors of FFD has an Audit 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. All six of the non-employee directors serve on
the Committee. The Audit Committee met once during the fiscal year ended June
30, 1999.
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 Directors
Gray, Herzig, Mitchell and Sensel. The Stock Option Committee met three times
during the fiscal year ended June 30, 1999.
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 for loans that exceed management approval authority, although it is
authorized to act on other matters. Any three members of the board may serve as
the Executive Committee. The Executive Committee met 30 times during the fiscal
year ended June 30, 1999.
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 Directors Gray, Herzig, Mitchell and Sensel. The RRP Committee met
three times during the fiscal year ended June 30, 1999.
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>
Larry D. Browning, Jr. 26 Chief Financial Officer of FFD and First Federal
Shirley A. Wallick 54 Treasurer and Secretary of FFD and First Federal
</TABLE>
- -----------------------------
(1) As of August 31, 1999.
Larry D. Browning, Jr. was appointed the Chief Financial Officer of First
Federal and FFD in August 1999. Prior to joining FFD, Mr. Browning worked for
Ormet Aluminum Corporation in the credit and funding accounting area from April
1998 to May 1999. From August 1995 to April 1998, Mr. Browning served as
assistant chief financial officer and internal auditor at a community national
bank.
Shirley A. Wallick is the Treasurer and the Secretary of First Federal and
FFD. She is responsible for personnel records and bookkeeping. She has been an
employee of First Federal since December 1982.
<PAGE>
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, 1999, 1998 and 1997. No other executive officer of FFD or First
Federal earned salary and bonus in excess of $100,000 during such periods.
<TABLE>
<CAPTION>
Summary Compensation Table
------------------------------------------------------------------------------------------------
All Other
Annual Compensation(1) Long term Compensation Compensation
------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($) Awards
Principal -----------------------------------------
Position Restricted Stock Securities Underlying
Awards ($) Options/SARs (#)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Robert R. Gerber 1999 $89,000 - - - $50,193 (2)
President 1998 $87,500 $5,400 - - $62,486 (5)
1997 $84,000 $8,000 $64,020 (3) 26,174 (4) $15,546 (6)
</TABLE>
- -------------------------
(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) Consists of the aggregate value at the date of allocation of 3,718 shares
allocated to Mr. Gerber's ESOP account.
(3) 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, 1998, the market price was $19.25, based on the
closing bid of FFD's common shares, and the aggregate market value of the
shares awarded to Mr. Gerber was $112,035. In addition, dividends and other
distributions paid on such shares and earnings on such dividends and
distributions are distributed to Mr. Gerber according to the vesting
schedule.
(4) Represents the number of common shares of the FFD underlying options
granted to Mr. Gerber pursuant to the Stock Option Plan, as adjusted due to
a return of capital paid in June 1998.
(5) Consists of the aggregate value at the date of allocation of 3,423.89
shares allocated to Mr. Gerber's ESOP account.
(6) Consists of First Federal's contribution of $8,375 to First Federal's
tax-qualified profit sharing plan and the aggregate value at the date of
allocation of 541.2 shares allocated to Mr. Gerber's ESOP account.
<PAGE>
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 131,067 common shares
of FFD have been granted and not forfeited pursuant to the Stock Option Plan.
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.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Gerber at June 30, 1999:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 6/30/99 Option/SAR Values
Number of Securities Underlying Value of Unexercised
Shares Acquired on Unexercised Options/SARs at "In The Money" Options/
Exercise(#) Value 6/30/99(#) SARs at 6/30/99($)(1)
Name Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Robert R. Gerber -0- N/A 10,470/15,704 $56,119/$84,173
</TABLE>
- ---------------------------
(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 $9.14 exercise price and the fair market value of
FFD's common shares, which was $14.50 on June 30, 1999, based on the
closing bid price reported by Nasdaq.
<PAGE>
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 has purchased
50,245 common shares of FFD, 36,879 of which have been awarded and not
forfeited.
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 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 receive
a fee of $25 per committee meeting attended.
CERTAIN TRANSACTIONS
First Federal makes loans to executive officers and directors in the
ordinary course of business. Although First Federal may make loans to such
persons on terms more favorable than those offered to persons not affiliated
with First Federal, all amounts owed by directors or executive officers in
excess of $60,000 during the last two fiscal years were owed pursuant to loans
made on substantially the same terms as those prevailing at the time for
comparable transactions with other persons, did not involve more than the normal
risk of collectibility or present other unfavorable features and are current in
their payments.
<PAGE>
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 2000 Annual Meeting of Shareholders should be sent to FFD by
certified mail and must be received by FFD not later than May 21, 2000. In
addition, if a shareholder intends to present a proposal at the 2000 Annual
Meeting without including the proposal in the proxy materials related to that
meeting, and if the proposal is not received by August 4, 2000, then the proxies
designated by the Board of Directors of FFD for the 2000 Annual Meeting of
Shareholders of FFD may vote in their discretion on any such proposal any shares
for which they have been appointed proxies without mention of such matter in the
proxy statement or on the proxy card for such meeting.
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.
By Order of the Board of Directors
/s/Robert R. Gerber, President
Dover, Ohio Robert R. Gerber, President
September 17, 1999
<PAGE>
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FFD FINANCIAL CORPORATION
FFD FINANCIAL CORPORATION 1999 ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 19, 1999
The undersigned shareholder of FFD Financial Corporation ("FFD") hereby
constitutes and appoints Robert R. Gerber and Enos L. Loader, 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 the McDonald/Marlite Conference Center, 143 McDonald Drive SW, New
Philadelphia, Ohio 44663, 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>
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 1999 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.
