<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __________)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of
the Commission Only
/X/ Definitive Proxy Statement (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
First Federal Financial Bancorp, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
First Federal Financial Bancorp, Inc.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): (previously paid by wire
transfer)
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: --------
(2) Aggregate number of securities to which transactions applies: ----------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined): ---------
(4) Proposed maximum aggregate value of transaction: -----------------------
(5) Total fee paid: -------------------------------------------------------
Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid: -----------------------------------------------
(2) Form, schedule or registration statement no.: -------------------------
(3) Filing party: ---------------------------------------------------------
(4) Date filed: -----------------------------------------------------------
<PAGE>
FIRST FEDERAL FINANCIAL
BANCORP, INC.
December 17, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of First Federal Financial Bancorp, Inc. The meeting will be held at the
Ashland Plaza Hotel, located at 15th Street and Winchester Avenue, Ashland,
Kentucky, in the Heritage Room, on Wednesday, January 15, 1997 at 1:30 p.m.,
Eastern Time. The matters to be considered by stockholders at the Annual
Meeting are described in the accompanying materials.
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 First Federal Financial
Bancorp, Inc. are sincerely appreciated.
Sincerely,
/s/ I. Vincent Rice
I. Vincent Rice
President
<PAGE>
FIRST FEDERAL FINANCIAL BANCORP, INC.
415 CENTER STREET
IRONTON, OHIO 45638
(614) 532-6845
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 15, 1997
--------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of First Federal Financial Bancorp, Inc. (the "Company") will be
held at the Ashland Plaza Hotel, located at 15th Street and Winchester
Avenue, Ashland, Kentucky, in the Heritage Room, on Wednesday, January 15,
1997 at 1:30 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 three-year term or until their
successors are elected and qualified;
(2) To ratify the appointment by the Board of Directors of Kelley,
Galloway & Company, PSC as the Company's independent auditors for the fiscal
year ending September 30, 1997; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof. Management is not aware of any other
such business.
The Board of Directors has fixed November 26, 1996 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.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edith M. Daniels
Edith M. Daniels
Secretary
Ironton, Ohio
December 17, 1996
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 THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY
YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
FIRST FEDERAL FINANCIAL BANCORP, INC.
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 15, 1997
This Proxy Statement is furnished to holders of common stock, $.01 par
value per share ("Common Stock"), of First Federal Financial Bancorp, Inc.
(the "Company"), the Delaware-chartered registered thrift holding company for
First Federal Savings Bank of Ironton (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
Ashland Plaza Hotel, located at 15th Street and Winchester Avenue, Ashland,
Kentucky, in the Heritage Room, on Wednesday, January 15, 1997 at 1:30 p.m.,
Eastern Time, 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 December 17, 1996.
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with
the instructions contained therein. If no contrary instructions are given,
each proxy received will be voted FOR the nominees for director described
herein, FOR ratification of the appointment of Kelley, Galloway & Company,
PSC for fiscal 1997 and upon the transaction of such other business as may
properly come before the meeting in accordance with the best judgment of the
persons appointed as proxies. Any stockholder giving a proxy has the power
to revoke it at any time before it is exercised by (i) filing with the
Secretary of the Company written notice thereof (Secretary, First Federal
Financial Bancorp, Inc., 415 Center Street, Ironton, Ohio 45638); (ii)
submitting a duly-executed proxy bearing a later date; or (iii) appearing at
the Annual Meeting and giving the Secretary notice of his or her intention
to vote in person. Proxies solicited hereby may be exercised only at the
Annual Meeting and any adjournment thereof and will not be used for any other
meeting.
VOTING
Only stockholders of record at the close of business on November 26,
1996 ("Voting Record Date") will be entitled to vote at the Annual Meeting.
On the Voting Record Date, there were 671,783 shares of Common Stock
outstanding and the Company had no other class of equity securities
outstanding. Each share of Common Stock is entitled to one vote at the
Annual Meeting on all matters properly presented at the meeting. Directors
are elected by a plurality of the votes cast with a quorum present. The two
persons who receive the greatest number of votes of the holders of Common
Stock represented in person or by proxy at the Annual Meeting will be elected
directors of the Company. Abstentions are
<PAGE>
considered in determining the presence of a quorum and 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 is required to
ratify the appointment 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, all of the proposals
for consideration at the Annual Meeting 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. Thus, there
are no proposals to be considered at the Annual Meeting which are considered
"non-discretionary" and for which there will be "broker non-votes."
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
ELECTION OF DIRECTORS
The Bylaws of the Company presently authorize seven directors. The
Certificate of Incorporation of the Company provides that the Board of
Directors of the Company shall be divided into three classes as nearly equal
in number as possible, with one class to be elected annually. Stockholders
of the Company are not permitted to cumulate their votes for the election of
directors.
No director or executive officer of the Company is related to any other
director or executive officer of the Company by blood, marriage or adoption,
and each of the nominees currently serve as a director of the Company.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director
listed below. If the person or persons 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 one or more replacement nominees
recommended by the Board of Directors. At this time, the Board of Directors
knows of no reason why the nominees listed below may not be able to serve as
directors if elected.
The following tables present information concerning the nominees for
director of the Company and each director whose term continues.
-2-
<PAGE>
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2000
Director
Name Age(1) Since(2)
----------------------------- ---------- -------------------
Edward R. Rambacher 51 1986
James E. Waldo 77 1963
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
DIRECTORS WHOSE TERM EXPIRE IN 1998
Director
Name Age(1) Since(2)
----------------------------- ---------- -------------------
I. Vincent Rice 64 1986
Steven C. Milleson 44 1990
William P. Payne 63 1991
DIRECTORS WHOSE TERMS EXPIRE IN 1999
Director
Name Age(1) Since(2)
----------------------------- ---------- -------------------
Edith M. Daniels 66 1986
Thomas D. Phillips 58 1973
____________________
(1) As of November 26, 1996.
(2) Includes service as a director of the Savings Bank.
-3-
<PAGE>
Information concerning the principal position with the Company and the
Savings Bank and principal occupation of each nominee for director and
members of the Board continuing in office during the past five years is set
forth below.
THOMAS D. PHILLIPS. Mr. Phillips has been the Chairman of the Board of
the Company since its organization in January 1996. Mr. Phillips was given
the title of Chairman of the Board of the Savings Bank in January 1996.
Prior thereto, Mr. Phillips performed the functions traditionally handled by
the Chairman under the title of President of the Savings Bank since January
1991. Mr. Phillips is the owner, operator and President of Phillips Funeral
Home, Inc. headquartered in Ironton, Ohio. Mr. Phillips is a member and Past
President of the Ironton City Health Board, the Past President of the Ironton
Lions Club, a 25-year Board member and a member of the Immanuel United
Methodist Church, and a member of the Ironton Elks Lodge #177. Mr. Phillips
has been a licensed Funeral Director since 1961 and is a member of the Ohio
Funeral Directors Association and the National Funeral Directors Association.
I. VINCENT RICE. Mr. Rice has been the President of the Company since
its organization in January 1996. Mr. Rice was given the title of President
of the Savings Bank in January 1996. Prior thereto, Mr. Rice performed the
functions traditionally performed by the President under the title Executive
Vice President and Managing Officer of the Savings Bank since January 1994
and Vice President and Managing Officer since July 1987. Mr. Rice joined the
Savings Bank in July 1985 after 25 years experience with a local commercial
bank. Mr. Rice is the past Chairman of the Lawrence County United Way
campaign, a former member of the Chesapeake and Ironton Lions Club, a member
of the Ironton Rotary Club, and a 40-year member and Treasurer, Deacon and
Music Director of the Ice Creek Baptist Church.
JAMES E. WALDO. Mr. Waldo has been the Vice Chairman of the Board of
the Company since its organization in January 1996. Mr. Waldo was given the
title of Vice Chairman of the Board of the Savings Bank in January 1996.
Prior thereto, Mr. Waldo performed the functions traditionally handled by the
Vice Chairman of the Board under the title Vice President since January 1975.
Mr. Waldo formerly served as General Counsel to the Savings Bank. Mr. Waldo
is the owner of the Beechwood Terrace Corporation, a land development company
headquartered in Ironton, Ohio. Mr Waldo is a member of the American Legion,
Veterans of Foreign Wars, Ironton Elks Lodge #177, a member and Past
President of the Ironton Lions Club and a 40-year member of the Central
Christian Church. Mr. Waldo was an Administrative Assistant to the late
United States Congressman, Thomas A. Jenkins.
EDITH M. DANIELS. Ms. Daniels has served as Corporate Secretary of the
Company since its organization in January 1996. Ms. Daniels has served as
Corporate Secretary of the Savings Bank since January 1976. Ms. Daniels
joined the Savings Bank in March 1956 and served the Savings Bank in various
positions until her retirement in December 1995. Ms. Daniels was a director
of the Ironton American Red Cross chapter for six years.
-4-
<PAGE>
STEVEN C. MILLESON. Dr. Milleson is a doctor of optometry and owner and
operator of the Ironton Vision Center, Inc. located in Ironton, Ohio. Dr.
Milleson has been a member and Past President of the Ironton Lions Club, a
founding member and past Board member of The Tri-State Fair and Regatta, a
past Board member of the Hecla Water Association, and an original member of
the Board of the Ashland Youth Ballet Company and its current President of
the Board and Chairman of the Production Committee. Dr. Milleson is a member
of the St. Joseph Catholic Church.
WILLIAM P. PAYNE. Dr. Payne is self-employed as an orthodontist in
Ironton, Ohio. Mr. Payne is a member of the Great Lake Orthodontic
Association, the State of Ohio Orthodontic Association, the Ironton Elks
Club, and the St. Lawrence Catholic Church.
EDWARD R. RAMBACHER. Mr. Rambacher is a Certified Public Accountant and
is President and Chief Executive Officer of C.A. Rambacher & Co., a
professional accounting firm, located in Ironton, Ohio. Mr. Rambacher is a
member and Past Director and President of the Ironton Rotary Club and a 16
year Board member of the Central Christian Church.
STOCKHOLDER NOMINATIONS
Article IV, Section 4.15 of the Company's Bylaws ("Bylaws") governs
nominations for election to the Board of Directors and requires all such
nominations, other than those made by the Board of Directors or committee
appointed by the Board, to be made at a meeting of stockholders called for
the election of directors, and only by a stockholder who has complied with
the notice provisions in that section. Stockholder nominations must be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to, or mailed, postage
prepaid, to the principal executive offices of the Company not later than 90
days prior to the anniversary date of the mailing of proxy materials by the
Company in connection with the immediately preceding annual meeting of
stockholders of the Company and, in the case of this Annual Meeting,
nominations by the stockholder were required to have been delivered or
received no later than the close of business on Wednesday, October 16, 1996.
No such nominations by stockholders were received. Each written notice of a
stockholder nomination is required to set forth certain information specified
in the Bylaws.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES OF THE COMPANY AND THE SAVINGS
BANK
Regular meetings of the Board of Directors of the Company are held as
necessary. During the fiscal year ended September 30, 1996, the Board of
Directors met five times. No director attended fewer than 75% of the total
number of Board meetings or committee meetings on which he or she served that
were held during this period. 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:
-5-
<PAGE>
AUDIT COMMITTEE. 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.
Rambacher (Chairman), Phillips and Milleson, was newly formed by the
Company's Board in February 1996 and did not meet during fiscal 1996. The
entire Board of Directors of the Savings Bank previously performed the
functions of the Audit Committee and met three times during fiscal 1996.
COMPENSATION REVIEW COMMITTEE. The Compensation Review Committee of the
Company administers the stock benefit plans of the Company. The Committee,
which is comprised of Messrs. Phillips (Chairman), Waldo, Rambacher, Milleson
and Payne, was newly formed by the Company's Board in February 1996 and did
not meet during fiscal 1996.
The Board of Directors of the Savings Bank meets on a monthly basis and
may have additional special meetings. During the fiscal year ended September
30, 1996, the Board of Directors met 12 times. No director attended fewer
than 75% of the total number of Board meetings or committee meetings on which
he or she served that were held during this period. With respect to the
Savings Bank's Executive/Loan Committee, all of the Board members are
designated for participation as members and any four directors in attendance
constitutes a quorum for the purpose of holding a meeting.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Set forth below is information concerning the executive officers of the
Company and the Savings Bank who do not serve on the Board of Directors of
the Company. All executive officers are elected by the Board of Directors
and serve until their successors are elected and qualified. No executive
officer is related to any director or other executive officer of the Company
by blood, marriage or adoption, and there are no arrangements or
understandings between a director of the Company and any other person
pursuant to which such person was elected an executive officer.
JEFFERY W. CLARK. Age 38. Mr. Clark has been the Comptroller for the
Company since its organization in January 1996. Mr. Clark has been
Comptroller and Compliance Officer of the Savings Bank since August 1990.
Mr. Clark joined the Savings Bank in September 1986 as Comptroller.
-6-
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Voting Record Date, certain
information as to the Common Stock beneficially owned by (i) each person or
entity, 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, (ii) the directors of the Company, and
(iii) all directors and executive officers of the Company and the Savings
Bank as a group.
Amount and Nature
Name of Beneficial of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group November 26, 1996(1) Common Stock
------------------ -------------------- ------------
First Federal Financial Bancorp, Inc. 53,743(2) 8.01%
Employee Stock Ownership Plan Trust
415 Center Street
Ironton, Ohio 45638
Directors:
Thomas D. Phillips 25,000(3) 3.7
I. Vincent Rice 3,500 *
James E. Waldo 40,000 6.0
Edith M. Daniels 10,000 1.5
Steven C. Milleson 10,001(4) 1.5
William P. Payne 10,000(5) 1.5
Edward R. Rambacher 13,000(6) 1.9
All directors and executive officers
of the Company and the Savings Bank
as a group (8 persons) 114,101(2) 17.0
(FOOTNOTES ON FOLLOWING PAGE)
-7-
<PAGE>
_________________
* Represents less than 1% of the outstanding Common Stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of Common Stock are deemed to be
beneficially owned by a person if he or she directly or indirectly 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 to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(2) The First Federal Financial Bancorp, Inc. Employee Stock Ownership Plan
Trust ("Trust") was established pursuant to the First Federal Financial
Bancorp, Inc. Employee Stock Ownership Plan ("ESOP") by an agreement
between the Company and Messrs. Thomas D. Phillips, Edward R. Rambacher
and I. Vincent Rice who act as trustees of the plan ("Trustees"). As of
the Voting Record Date, no shares held in the Trust had been allocated
to the accounts of participating employees. Since no shares held in the
Trust were allocated as of the Voting Record Date under the terms of the
ESOP, unallocated shares held in the ESOP will be voted by the Trustees
in accordance with their fiduciary duties as Trustees. Under the terms
of the ESOP, the Trustees must vote the allocated shares held in the
ESOP in accordance with the instructions of the participating employees.
Unallocated shares held in the ESOP are required to be voted in the same
ratio on any matter as those allocated shares for which instructions are
given. Any allocated shares which either abstain on the proposal or are
not voted will be disregarded in determining the percentage of stock
voted for and against each proposal by the participants and
beneficiaries. The amount of Common Stock beneficially owned by
directors who serve as Trustees of the ESOP and by all directors and
executive officers as a group does not include the unallocated shares
held by the Trust.
(3) Includes 10,000 shares held by the Phillips' Funeral Home Trust Pension
Fund and 5,000 shares held by Mr. Phillips' spouse.
(4) Includes 2,400 shares held by Mr. Milleson's spouse as custodian for
children and 716 shares held by Mr. Milleson's spouse in her Individual
Retirement Account ("IRA").
(5) Includes 10,000 shares held by Mr. Payne's spouse.
(6) Includes 5,000 shares held by Mr. Rambacher's spouse in her IRA, 1,000
shares held by Mr. Rambacher's spouse as custodian for her son and 1,000
shares held jointly by Mr. Rambacher's spouse and son.
-8-
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers,
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 Securities and
Exchange Commission 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 forms they file pursuant
to Section 16(a) of the Exchange Act. 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, or written representations from its officers and directors, the
Company believes that during, and with respect to, fiscal 1996, the Company's
officers and directors complied in all respects with the reporting
requirements promulgated under Section 16(a) of the 1934 Act.
MANAGEMENT COMPENSATION
SUMMARY COMPENSATION TABLE
The Company has not yet paid separate compensation to its officers. The
following table sets forth a summary of certain information concerning the
compensation paid by the Savings Bank for services rendered in all capacities
during the year ended September 30, 1996 and 1995 to the President of the
Savings Bank (who serves as the Chief Executive Officer). No executive
officers of the Savings Bank had total compensation during the fiscal year
which exceeded $100,000.
Annual Compensation
Other All
Name and Annual Other
Principal Position Year Salary Bonus Compensation(1) Compensation
- ------------------ ---- ------- ------ --------------- ------------
I. Vincent Rice 1996 $48,250 $1,500 $ -- $ --
President
1995 45,625 1,500 -- --
_______________
(1) Does not include amounts attributable to miscellaneous benefits received
by the named executive officer. In the opinion of management of the
Savings Bank, the costs to the Savings Bank of providing such benefits
to the named executive officer during the years ended September 30, 1996
and 1995 did not exceed the lesser of $50,000 or 10% of the total of
annual salary and bonus reported for the individual.
-9-
<PAGE>
The Company has presented a Stock Option Plan to stockholders for
consideration at a special meeting being held in December 1996. No awards of
stock options have been made by the Company under such plan and none will be
made unless and until the plan is approved by the Company's stockholders by
the requisite vote. See "Benefits - Stock Option Plan."
DIRECTOR'S COMPENSATION
Directors of the Company do not receive fees for attendance at meetings.
Members of the Board of Directors of the Savings Bank receive fees of $550
per month (except for Mr. Phillips who receives $800 per month for serving as
Chairman) regardless of attendance at meetings. Members of the Board of the
Savings Bank serving on committees do not receive any additional compensation
for serving on such committees.
EMPLOYMENT AGREEMENTS
The Company and the Savings Bank (the "Employers") have entered into
employment agreements with each of Messrs. I. Vincent Rice and Jeffery W.
Clark, the Company's and the Savings Bank's President and Comptroller,
respectively (the "Executives"). The Employers have agreed to employ Messrs.
Rice and Clark for a term of three years in their current respective
positions at their current salary levels of $50,500 and $32,100,
respectively. The employment agreements will be reviewed annually by the
Boards of Directors of the Employers, and the term of employment agreements
shall be extended each year for a successive additional one-year period upon
approval of the Employers' Board of Directors, unless either party elects,
not less than 30 days prior to the annual anniversary date, not to extend the
employment term.
Each of the employment agreements shall be terminable with or without
cause by the Employers. The Executives shall have no right to compensation
or other benefits pursuant to the employment agreement for any period after
voluntary termination or termination by the Employers for cause. The
agreements provide for certain benefits in the event of an Executives' death,
disability or retirement. In the event that (i) the Executive terminates his
employment (a) because of failure of the Employers to comply with any
material provision of the agreement or (b) as a result of certain adverse
actions which are taken with respect to the officer's employment following a
change in control of the Company, as defined, or (ii) the employment
agreement is terminated by the Employers other than for cause, disability,
retirement or death, the Executive will be entitled to a cash severance
amount equal to three times the officer's base salary. Based upon current
compensation levels, in the event of a termination of employment following a
change in control, Messrs. Rice and Clark would receive cash severance of
$151,500 and $96,300, respectively.
A change in control is generally defined in the employment agreement to
include any change in control of the Company 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
-10-
<PAGE>
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.
Each employment agreement provides that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment
are deemed to constitute "excess parachute payments" within the meaning of
Section 280G of the Code, then such payments and benefits received thereunder
shall be reduced, in the manner determined by the officer, 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.
Although the above-described employment agreements could increase the
cost of any acquisition of control of the Company, management of the Company
does not believe that the terms thereof would have a significant
anti-takeover effect.
BENEFITS
EMPLOYEE STOCK OWNERSHIP PLAN. The Company has established the ESOP for
employees of the Company and the Savings Bank. Full-time employees of the
Company and the Savings Bank who have been credited with at least 1,000 hours
of service during a twelve-month period and who have attained age 21 are
eligible to participate in the ESOP.
The ESOP borrowed funds from the Company to purchase 53,743 shares of
Common Stock in the Savings Bank's Conversion. The loan equalled 100% of the
aggregate purchase price of the Common Stock. The loan to the ESOP will be
repaid principally from the Company's and the Savings Bank's contributions to
the ESOP over a period of 12 years, and the collateral for the loan is the
Common Stock purchased by the ESOP. The Company may, in any plan year, make
additional discretionary contributions for the benefit of plan participants
in either cash or shares of Common Stock, which may be acquired through the
purchase of outstanding shares in the market or from individual stockholders,
upon the original issuance of additional shares by the Company or upon the
sale of treasury shares by the Company. Such purchases, if made, would be
funded through additional borrowing by the ESOP or additional contributions
from the Company. The timing, amount and manner of future contributions to
the ESOP will be affected by various factors, including prevailing regulatory
policies, the requirements of applicable laws and regulations and market
conditions.
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Shares purchased by the ESOP with the proceeds of the loan are held in a
suspense account and released on a pro rata basis as debt service payments
are made. Discretionary contributions to the ESOP and shares released from
the suspense account will be allocated among participants on the basis of
compensation. Forfeitures will be reallocated among remaining participating
employees and may reduce any amount the Company might otherwise have
contributed to the ESOP. Participants will vest in their right to receive
their account balances within the ESOP at the rate of 20 percent per year,
starting with completion of their third year of service. In the case of a
"change in control," as defined, however, participants will become
immediately fully vested in their account balances, subject to certain tax
considerations. Benefits may be payable upon retirement, early retirement,
disability or separation from service. The Company's contributions to the
ESOP are not fixed, so benefits payable under the ESOP cannot be estimated.
The ESOP is subject to the requirements of ERISA and the regulations of
the IRS and the Department of Labor thereunder.
STOCK OPTION PLAN. The Company has presented a Stock Option Plan to
stockholders for consideration at a special meeting being held in December
1996. No awards of stock options have been made by the Company under such
plan and none will be made unless and until the plan is approved by the
Company's stockholders by the requisite vote.
The Stock Option Plan is designed to attract and retain qualified
personnel in key positions, provide officers and key employees with a
proprietary interest in the Company as an incentive to contribute to the
success of the Company and reward key employees for outstanding performance.
The Stock Option Plan is also designed to retain qualified directors for the
Company. The Stock Option Plan provides for the grant of incentive stock
options intended to comply with the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") ("incentive stock
options"), non-qualified or compensatory stock options and stock appreciation
rights (collectively "Awards"). Awards will be available for grant to
directors and key employees of the Company and any subsidiaries, except that
directors will not be eligible to receive incentive stock options. A total
of 67,178 shares of Common Stock has been reserved for issuance pursuant to
the Stock Option Plan, which is 10% of the Common Stock issued in connection
with the Savings Bank's conversion from a federally-chartered mutual savings
and loan association to a federally-chartered stock savings bank
("Conversion"). The Stock Option Plan is administered and interpreted by a
committee of the Board of Directors ("Committee") that is composed solely of
two or more "Non-Employee Directors." Unless sooner terminated, the Stock
Option Plan shall continue in effect for a period of ten years from the
adoption by the Board of Directors.
Under the Stock Option Plan, the Board of Directors or the Committee
determines which officers and key employees will be granted options, whether
such options will be incentive or compensatory options, the number of shares
subject to each option, whether such options may be exercised by delivering
other shares of Common Stock and when such
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options become exercisable. The per share exercise price of a stock option
shall be equal to the fair market value of a share of Common Stock on the date
the option is granted. Subject to certain exceptions, all options granted to
participants under the Stock Option Plan shall become vested and exercisable at
the rate of 20% per year on each annual anniversary of the date the options were
granted, and the right to exercise shall be cumulative.
RECOGNITION AND RETENTION PLAN AND TRUST. The Company has presented a
Recognition and Retention Plan and Trust ("Recognition Plan") to stockholders
for consideration at a special meeting being held in December 1996. No
shares have been granted by the Company under such plan and none will be
granted unless and until the plan is approved by the Company's stockholders
by the requisite vote.
The objective of the Recognition Plan is to retain qualified personnel
in key positions, provide officers, key employees and directors with a
proprietary interest in the Company as an incentive to contribute to its
success and reward key employees for outstanding performance. Officers and
key employees of the Company who are selected by the Board of Directors of
the Company or a committee thereof, as well as non-employee directors of the
Company, will be eligible to receive benefits under the Recognition Plan.
Upon stockholder approval of the Recognition Plan, the Company will acquire
Common Stock on behalf of the Recognition Plan, in an amount necessary to
purchase the number of shares of Common Stock equal to 4% of the Common Stock
issued in the Conversion, or 26,871 shares. These shares will be acquired
through open market purchases. The Recognition Plan is administered and
interpreted by a committee of the Board of Directors that is composed solely
of two or more "Non-Employee Directors."
Shares of Common Stock granted pursuant to the Recognition Plan will be
in the form of restricted stock payable over a five-year period at a rate of
20% per year, beginning one year from the anniversary date of the grant. A
recipient will be entitled to all voting and other stockholder rights with
respect to shares which have been earned and allocated under the Recognition
Plan. However, until such shares have been earned and allocated, they may
not be sold, pledged or otherwise disposed of and are required to be held in
the Recognition Plan Trust. Under the terms of the Recognition Plan, all
shares which have not yet been earned and allocated are required to be voted
by the trustees in their sole discretion. In addition, any cash dividends or
stock dividends declared in respect of unvested share awards will be held by
the Recognition Plan Trust for the benefit of the recipients and such
dividends, including any interest thereon, will be paid out proportionately
by the Recognition Plan Trust to the recipients thereof as soon as
practicable after the share awards become earned. Any cash dividends or
stock dividends declared in respect of each vested share held by the
Recognition Plan Trust will be paid by the Recognition Plan Trust as soon as
practicable after the Recognition Plan Trust's receipt thereof to the
recipient on whose behalf such share is then held by the Recognition Plan
Trust.
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PENSION PLAN. The Savings Bank previously maintained a defined benefit
pension plan that covered all employees that had attained 21 years of age and
had completed six months of service. In general, the pension plan provided
for benefits payable monthly at retirement or normal retirement age with a
reduced level of benefits in the event of early retirement prior to having
attained age 65 and/or prior to completing 25 years of service. Under the
plan, an employee's benefits were fully vested after seven years of service.
A year of service was any year in which an employee worked a minimum of 1,000
hours. The retirement benefit was in an amount based upon the cash surrender
value of certain insurance contracts in force which were used to fund the
pension plan and a retirement benefit formula equal to 37 1/2% of a
participant's average monthly compensation, which was equal to the average of
the monthly compensation paid to him or her for the last five consecutive
years of employment.
The Savings Bank has terminated the pension plan in connection with the
Conversion and formation of the ESOP. Participant's accrued benefits under
the pension plan are available for distribution or rollover to another
eligible qualified plan such as an individual retirement account. Based on
11 years of credited service under the pension plan, Mr. Rice will receive a
benefit of $84,800.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
All loans or extensions of credit to executive officers and directors
must be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of
repayment or present other unfavorable features.
The Savings Bank's policy provides that all loans made by the Savings
Bank to its directors and officers are made in the ordinary course of
business, on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons. The Savings Bank's policy provides that such loans may not
involve more than the normal risk of collectibility or present other
unfavorable features. As of September 30, 1996, loans to directors and
executive officers, including outstanding balances and commitments, amounted
to $185,900, or 3.6% of the Savings Bank's retained earnings, at September
30, 1996. As of such date, there were no loans to any director or executive
officer made at preferential rates or terms which, in the aggregate, exceeded
$60,000 during the three years ended September 30, 1996. All such loans were
made by the Savings Bank in accordance with the aforementioned policy.
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RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Kelley,
Galloway & Company, PSC, independent certified public accountants, to perform
the audit of the Company's financial statements for the year ending September
30, 1997, 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 Kelley, Galloway & Company,
PSC that neither that firm nor any of its associates has any relationship
with the Company or its subsidiaries other than the usual relationship that
exists between independent certified public accountants and clients. Kelley,
Galloway & Company, PSC will have one or more representatives at the Annual
Meeting who will have an opportunity to make a statement, if they so desire,
and who will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF KELLEY, GALLOWAY & COMPANY, PSC AS
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in
the proxy materials of the Company relating to the next annual meeting of
stockholders of the Company, which currently is scheduled to be held in
January 1998, must be received at the principal executive offices of the
Company, 415 Center Street, Ironton, Ohio 45638, Attention: Edith M.
Daniels, Secretary, no later than August 19, 1997.
Stockholder proposals which are not submitted for inclusion in
the Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act
may be brought before an annual meeting pursuant to Section 2.14 of the
Company's Bylaws, which provides that business at an annual meeting of
stockholders must be (a) properly brought before the meeting by or at the
direction of the Board of Directors, or (b) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the Company. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company not later than 90 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders of the Company; provided, however, that with respect to this
Annual Meeting, notice by the stockholder was required to have been delivered
or received no later than the close of business on Wednesday, October 16,
1996. No such proposals were received. Such stockholder's notice is
required to set forth as to each matter the stockholder proposes to bring
before an annual meeting certain information specified in the Bylaws.
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<PAGE>
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the
year ended September 30, 1996 accompanies this Proxy Statement. Such annual
report is not part of the proxy solicitation materials.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO
ANY STOCKHOLDER WITHOUT CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR FISCAL 1996 REQUIRED TO BE FILED UNDER THE 1934 ACT. SUCH WRITTEN
REQUESTS SHOULD BE DIRECTED TO JEFFERY W. CLARK, COMPTROLLER, FIRST FEDERAL
FINANCIAL BANCORP, INC., 415 CENTER STREET, IRONTON, OHIO 45638. THE FORM
10-KSB IS NOT PART OF THE PROXY SOLICITATION MATERIALS.
OTHER MATTERS
Each proxy solicited hereby also confers discretionary
authority on the Board of Directors of the Company to vote the proxy with
respect to 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
Annual Meeting. Management is not aware of any business that may properly
come before the Annual Meeting other than the matters described above in this
Proxy Statement. However, if any other matters should properly come before
the meeting, it is intended that 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 the 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
the proxy materials to the beneficial owners of the Company's 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.
By Order of the Board of Directors
/s/ Edith M. Daniels
Edith M. Daniels
Secretary
December 17, 1996
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REVOCABLE PROXY
FIRST FEDERAL FINANCIAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 15, 1997
The undersigned, being a stockholder of First Federal Financial Bancorp,
Inc. ("Company") as of November 26, 1996, hereby authorizes the Board of
Directors of the Company or any successors thereto as proxies with full
powers of substitution, to represent the undersigned at the Annual Meeting of
Stockholders of the Company to be held at the Ashland Plaza Hotel, located at
15th Street and Winchester Avenue, Ashland, Kentucky in the Heritage Room, on
Wednesday, January 15, 1997 at 1:30 p.m., Eastern Time, and at any
adjournment of said meeting, and thereat to act with respect to all votes
that the undersigned would be entitled to cast, if then personally present,
as follows:
1. ELECTION OF DIRECTORS
Nominees for a three-year term: Edward R. Rambacher and James
E. Waldo
[ ] FOR [ ] WITHHOLD
AUTHORITY
NOTE: To withhold authority to vote for an individual
nominee, strike a line through that nominee's name.
Unless authority to vote for all of the foregoing
nominees is withheld, this Proxy will be deemed to
confer authority to vote for each nominee whose name
is not struck.
2. PROPOSAL to ratify the appointment by the Board of Directors of Kelley,
Galloway & Company, PSC as the Company's independent auditors for the
fiscal year ending September 30, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
<PAGE>
SHARES OF THE COMPANY'S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF
RETURNED BUT NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE BOARD OF DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR
RATIFICATION OF THE COMPANY'S INDEPENDENT AUDITORS AND OTHERWISE AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY
IN THE BOX BELOW.
[DATE AND SIGNATURE BOX]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JANUARY 15, 1997 AND AT ANY ADJOURNMENT THEREOF.
PLEASE SIGN THIS EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS PROXY. WHEN
SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE FULL TITLE. WHEN SHARES
ARE HELD JOINTLY, ONLY ONE HOLDER NEED SIGN.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
