<PAGE>
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 (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-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):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
FIRST FEDERAL FINANCIAL
BANCORP, INC.
December 19, 1997
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 Board Room, on Wednesday, January 21, 1998 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 21, 1998
--------------
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 Board Room, on Wednesday, January 21, 1998 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 three (3) 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, 1998; 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 December 3, 1997 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 19, 1997
- --------------------------------------------------------------------------------
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 21, 1998
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 Board Room, on Wednesday, January 21, 1998 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 19, 1997.
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
1998 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 December 3, 1997
("Voting Record Date") will be entitled to vote at the Annual Meeting. On the
Voting Record Date, there were 646,383 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 three persons who
-1-
<PAGE>
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 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 2001
DIRECTOR
NAME AGE(1) SINCE(2)
------------------------ ----------- -----------
I. Vincent Rice......... 65 1986
Steven C. Milleson...... 45 1990
William P. Payne........ 64 1991
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 Terms Expire in 1999
DIRECTOR
NAME AGE(1) SINCE(2)
------------------------ ----------- -----------
Edith M. Daniels........ 67 1986
Thomas D. Phillips...... 59 1973
Directors Whose Terms Expire in 2000
DIRECTOR
NAME AGE(1) SINCE(2)
------------------------ ----------- -----------
Edward R. Rambacher..... 52 1986
James E. Waldo.......... 78 1963
- ------------------------
(1) As of December 3, 1997.
(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 ccupation 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 has been retired since 1997. Prior thereto, Dr.
Payne was self-employed as an orthodontist in Ironton, Ohio. Dr. 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. 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, 1997, 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. 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 met once during fiscal 1997.
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, met twice during fiscal 1997.
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,
1997, the Board of Directors met 34 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF BENEFICIAL OF BENEFICIAL
OWNER OR NUMBER OF OWNERSHIP AS OF PERCENT OF
PERSONS IN GROUP DECEMBER 3, 1997(1) COMMON STOCK
- --------------------------------------------- --------------------------------------------- --------------
<S> <C> <C>
First Federal Financial Bancorp, Inc......... 53,743(2) 8.3%
Employee Stock Ownership Plan Trust
415 Center Street
Ironton, Ohio 45638
Societe Generale Asset Management Corp....... 62,000(3) 9.6
1221 Avenue of the Americas
New York, New York 10020
SoGen International Fund, Inc................ 49,000(3) 7.6
1221 Avenue of the Americas
New York, New York 10020
Directors:
Thomas D. Phillips........................... 25,671(4)(5) 4.0
I. Vincent Rice.............................. 6,301(5)(6) 1.0
James E. Waldo............................... 40,671(7) 6.3
Edith M. Daniels............................. 10,671(8) 1.6
Steven C. Milleson........................... 10,672(9) 1.6
William P. Payne............................. 10,671(10) 1.6
Edward R. Rambacher.......................... 13,671(5)(11) 2.1
All directors and executive officers of the 122,625(12) 18.8
Company and the Savings Bank as a group (8
persons)...................................
</TABLE>
(Footnotes on following page)
-7-
<PAGE>
- ------------------------
(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. Shares which are subject to stock options and
which may be exercised within 60 days of December 3, 1997 are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
beneficially owned by such person.
(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, 3,984 shares held in the Trust had been allocated to the
accounts of participating employees. Under the terms of the ESOP, the
Trustees will generally vote the allocated shares held in the ESOP in
accordance with the instructions of the participating employees. Unallocated
shares held in the ESOP will generally be voted in the same ratio on any
matter as those allocated shares for which instructions are given, subject
in each case to the fiduciary duties of the ESOP trustees and applicable
law. 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) Based on a Schedule 13G filed pursuant to the Exchange Act on February 14,
1997 by Societe Generale Asset Management Corp. and its investment advisory
client, SoGen International Fund, Inc.
(4) Includes 10,000 shares held by the Phillips' Funeral Home Trust Pension
Fund, 5,000 shares held by Mr. Phillips' spouse and 671 shares which may be
acquired by Mr. Phillips upon the exercise of stock options.
(5) Excludes the shares held by the ESOP, of which the named director is one of
three trustees.
(Footnotes continued on following page)
-8-
<PAGE>
- ------------------------
(6) Includes 2,015 shares which may be acquired by Mr. Rice upon the exercise of
stock options and 786 shares held by the Company's ESOP for the account of
Mr. Rice.
(7) Includes 671 shares which may be acquired by Mr. Waldo upon the exercise of
stock options.
(8) Includes 671 shares which may be acquired by Ms. Daniels upon the exercise
of stock options.
(9) Includes 2,400 shares held by Mr. Milleson's spouse as custodian for
children, 716 shares held by Mr. Milleson's spouse in her Individual
Retirement Account ("IRA"), and 671 shares which may be acquired by Mr.
Milleson upon the exercise of stock options.
(10)Includes 10,000 shares held by Mr. Payne's spouse and 671 shares which may
be acquired by Mr. Payne upon the exercise of stock options.
(11)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, 1,000 shares
held jointly by Mr. Rambacher's spouse and son, and 671 shares which may be
acquired by Mr. Rambacher upon the exercise of stock options.
(12)Includes 7,241 shares which may be acquired by all directors and executive
officers of the Company as a group upon the exercise of stock options. Also
includes 1,283 shares which are held by the Company's ESOP which have been
allocated to the accounts of executive officers.
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 1997, the Company's officers and
directors complied in all respects with the reporting requirements promulgated
under Section 16(a) of the 1934 Act.
-9-
<PAGE>
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 three fiscal years ended September 30, 1997 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.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION COMPENSATION AWARDS
-------------------- ------------------------
NAME AND FISCAL ANNUAL RESTRICTED NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS STOCK(2) OPTIONS(3) COMPENSATION(4)
- ---------------------------------------------------- ----------- --------- --------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
I. Vincent Rice President 1997 $ 51,250 $ 1,500 $ 48,360 10,076 $ 9,049
1996 48,250 1,500 -- -- --
1995 45,625 1,500 -- -- --
</TABLE>
- ------------------------
(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 indicated period did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus reported for the
individual.
(2) Represents the grant of 4,030 shares of restricted Common Stock to Mr. Rice
pursuant to the Company's Recognition and Retention Plan and Trust
("Recognition Plan"), which were deemed to have had the indicated value at
the date of grant. The restricted Common Stock awarded to Mr. Rice had a
fair market value of $62,465 at September 30, 1997 based on the $15.50 per
share closing market price on such last date in fiscal 1997 on which shares
of the Common Stock were traded. The awards vest 20% each year beginning
December 16, 1997, and dividends are paid on restricted shares.
(3) Consists of stock options granted pursuant to the Company's Stock Option
Plan ("Stock Option Plan") which are exercisable at the rate of 20% each
year beginning December 16, 1997.
(4) Represents the allocation on behalf of Mr. Rice under the Company's ESOP.
-10-
<PAGE>
The following table discloses the total options granted to the executive
officer named in the Summary Compensation Table during the year ended September
30, 1997:
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
OPTIONS OPTIONS GRANTED EXERCISE
NAME GRANTED TO EMPLOYEES(1) PRICE(2) EXPIRATION DATE
- -------------------------------------------------- ----------- ------------------- ----------- ----------------------
<S> <C> <C> <C> <C>
I. Vincent Rice 10,076 57.9% $ 12.00 December 16, 2006
</TABLE>
- ------------------------
(1) Percentage of options granted to all employees during fiscal 1997.
(2) The exercise price was based on the closing market price of a share of the
Company's Common Stock on the date of grant.
The following table sets forth, with respect to the executive officer
named in the Summary Compensation Table, information with respect to the
aggregate amount of options exercised during the last fiscal year, any value
realized thereon, the number of unexercised options at the end of the fiscal
year (exercisable and unexercisable) and the value with respect thereto under
specified assumptions.
<TABLE>
<CAPTION>
VALUE OF
UNEXERCISED IN
THE
MONEY OPTIONS
NUMBER OF UNEXERCISED AT
OPTIONS AT FISCAL YEAR END SEPTEMBER 30,
SHARES 1997
ACQUIRED VALUE ------------------------------ ---------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
- -------------------------------------------- --------------- ------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
I. Vincent Rice............................. -- -- -- 10,076(1) $ 35,266(2)
</TABLE>
- ------------------------
(1) Shares are exercisable at the rate of 20% per year on each annual
anniversary of the date the options were granted (December 16, 1996) at
$12.00 per share.
(2) Value is calculated as the difference between the market price at September
24, 1997 ($15.50), the last date in fiscal 1997 on which shares of the
Company's stock were traded, and the $12.00 exercise price.
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 $750 per
month (except for Mr. Phillips who receives $1,000 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.
-11-
<PAGE>
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 $53,500 and $33,600, 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 $160,500 and $100,800, 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 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.
-12-
<PAGE>
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.
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.
-13-
<PAGE>
The ESOP is subject to the requirements of the Employee Retirement Income
Security Act of 1974, as amended, and the regulations of the Internal Revenue
Service and the Department of Labor thereunder.
STOCK OPTION PLAN. 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. The Stock Option Plan was approved by the Company's stockholders in
December 1996. 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 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. On December 16, 1996, the Company granted stock options to
directors and executive officers of the Company and the Savings Bank to purchase
an aggregate of 36,229 shares (including 10,076 shares to Mr. Rice) at $12.00
per share.
RECOGNITION AND RETENTION PLAN AND TRUST. 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, are eligible to receive benefits under
the Recognition Plan. The Recognition Plan was approved by the Company's
-14-
<PAGE>
stockholders in December 1996. The Company has acquired through open market
purchases 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. 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.
On December 16, 1996, the Company granted an aggregate of 15,091 shares to
directors and executive officers of the Company and the Savings Bank, including
4,030 shares to Mr. Rice.
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% 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
-15-
<PAGE>
retirement account. Based on 11 years of credited service under the pension
plan, Mr. Rice received 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, unless the loans are made pursuant to a benefit or compensation
program that (i) is widely available to employees of the institution and (ii)
does not give preference to any director, executive officer or principal
stockholder, or certain affiliated interests of either, over other employees of
the savings institution, and must not involve more than the normal risk of
repayment or present other unfavorable features.
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, 1997, loans to directors and executive officers, including
outstanding balances and commitments, amounted to $21,775, or .62% of the
Savings Bank's retained earnings, at September 30, 1997. 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, 1997. All such loans were made by the Savings Bank in accordance
with the aforementioned policy.
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, 1998, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting.
The Company has been advised by 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, 1998.
-16-
<PAGE>
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 1999, 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 21, 1998.
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.
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.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year ended
September 30, 1997 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 1997 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
-17-
<PAGE>
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 19, 1997
-18-
<PAGE>
REVOCABLE PROXY
FIRST FEDERAL FINANCIAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1998
The undersigned, being a stockholder of First Federal Financial Bancorp,
Inc. ("Company") as of December 3, 1997, 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 Board Room, on
Wednesday, January 21, 1998 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: I. Vincent Rice, Steven C. Milleson and
William P. Payne
/ / 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, 1998.
/ / 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 21, 1998 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.
