<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
/X/ Definitive Proxy Statement Commission Only
/ / Definitive Additional Materials (as permitted by Rule 14a-6(e)(2))
/ / 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)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 18, 1998
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 20, 1999 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
(740) 532-6845
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 20, 1999
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 20, 1999 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, 1999; 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 4, 1998 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting. Only those stockholders of record as of the close of
business on that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edith M. Daniels
Edith M. Daniels
Secretary
Ironton, Ohio
December 18, 1998
- --------------------------------------------------------------------------------
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 20, 1999
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 20, 1999 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 18,
1998.
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
1999 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 4,
1998 ("Voting Record Date") will be entitled to vote at the Annual Meeting. On
the Voting Record Date, there were 583,361 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
1
<PAGE>
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 nominees 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 2002
<TABLE>
<CAPTION>
Director
Name Age(1) Since(2)
- ------------------------------------------------ ----------------- ------------------------
<S> <C> <C>
Edith M. Daniels 68 1986
Thomas D. Phillips 60 1973
</TABLE>
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 2000
<TABLE>
<CAPTION>
Director
Name Age(1) Since(2)
- ------------------------------------------------ ----------------- ------------------------
<S> <C> <C>
Edward R. Rambacher 53 1986
James E. Waldo 79 1963
</TABLE>
Directors Whose Terms Expire in 2001
<TABLE>
<CAPTION>
Director
Name Age(1) Since(2)
- -------------------------------------------- ------------------ --------------------------
<S> <C> <C>
I. Vincent Rice 66 1986
Steven C. Milleson 46 1990
William P. Payne 65 1991
</TABLE>
- --------------------
(1) As of December 4, 1998.
(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 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, 1998, the Board of
Directors met six 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:
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
5
<PAGE>
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
1998.
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 1998.
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,
1998, 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 39. 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 4, 1998(1) Common Stock
------------------ ------------------- ------------
<S> <C> <C>
First Federal Financial Bancorp, Inc. Employee 53,743(2) 9.2%
Stock Ownership Plan Trust
415 Center Street
Ironton, Ohio 45638
Societe Generale Asset Management Corp. 57,000(3) 9.8
1221 Avenue of the Americas
New York, New York 10020
SoGen International Fund 49,000(3) 8.4
1221 Avenue of the Americas
New York, New York 10020
Directors:
Thomas D. Phillips 26,612(4)(5) 4.6
I. Vincent Rice 9,561(5)(6) 1.6
James E. Waldo 41,612(7) 7.1
Edith M. Daniels 11,612(8) 2.0
Steven C. Milleson 11,613(9) 2.0
William P. Payne 11,612(10) 2.0
Edward R. Rambacher 15,418(5)(11) 2.6
All directors and executive officers 134,943(12) 22.6
of the 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 4, 1998 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, 9,790 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. (the "Fund") ,
Amendment No. 1 to such Schedule 13G filed on September 16, 1998
reporting the reorganization of the Fund as a separate investment
portfolio under SoGen Funds, Inc. and the transfer of all of the
assets and liabilities of the Fund to a successor portfolio under
SoGen Funds, Inc. called SoGen International Fund, and information
provided to the Company.
(4) Includes 10,000 shares held by the Phillips' Funeral Home Trust
Pension Fund, 5,000 shares held by Mr. Phillips' spouse and 1,343
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 4,030 shares which may be acquired by Mr. Rice upon the
exercise of stock options and 2,031 shares held by the Company's ESOP
for the account of Mr. Rice.
(7) Includes 1,343 shares which may be acquired by Mr. Waldo upon the
exercise of stock options.
(8) Includes 1,343 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 1,343 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 1,343 shares
which may be acquired by Mr. Payne upon the exercise of stock options.
(11) Includes 806 shares held by Mr. Rambacher's spouse, 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 1,343 shares which may be
acquired by Mr. Rambacher upon the exercise of stock options.
(12) Includes 14,488 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 3,334 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 1998 the Company's officers
and directors complied in all respects with the reporting requirements
promulgated under Section 16(a) of the 1934 Act, except that Messrs. Rambacher
and Rice were each late once in reporting one transaction.
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, 1998 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>
Annual Long-Term Compensation
Compensation Awards
------------------------ --------------------------------
Name and Fiscal 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 1998 $54,250 $1,500 -- -- $9,606
President 1997 51,250 1,500 $48,360 10,076 6,635
1996 48,250 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 $64,480 at September
30, 1998 based on the $16.00 per share closing market price on such
last date in fiscal 1998 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>
No options were granted to the executive officer named in the Summary
Compensation Table during the fiscal year ended September 30, 1998.
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>
Shares Value of Unexercised in the
Acquired on Value Number of Unexercised Money Options at September
Name Exercise Realized Options at Fiscal Year End 30, 1998
- ----------------- ------------- ---------- ------------------------------- -------------------------------
Exercisable Unexercisable Exercisable Unexercisable
------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
I. Vincent Rice -- -- 2,015 8,061(1) $8,060 $32,244(2)
</TABLE>
(1) Options 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 17, 1998 ($16.00), the last date in fiscal 1998 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
$775 per month (except for Mr. Phillips who receives $1,025 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 $55,105 and $34,800, 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.
11
<PAGE>
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 $165,315 and $104,400, 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. 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
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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.
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
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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
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
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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.
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, 1998, loans to directors and executive officers, including
outstanding balances and commitments, amounted to $29,019, or .62% of the
Savings Bank's retained earnings, at September 30, 1998. 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, 1998. 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, 1999, 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.
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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, 1999.
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 2000, 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 20, 1999.
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 mailing of
proxy materials by the Company in connection with the immediately preceding
annual meeting of stockholders of the Company, or not later than September 20,
1999 in connection with the 2000 annual meeting of stockholders of the Company.
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. No such proposals were received in connection with the
Annual Meeting.
ANNUAL REPORTS
A copy of the Company's Annual Report to Stockholders for the year
ended September 30, 1998 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 1998 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
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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 18, 1998
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REVOCABLE PROXY
FIRST FEDERAL FINANCIAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
January 20, 1999
The undersigned, being a stockholder of First Federal Financial Bancorp,
Inc. ("Company") as of December 4, 1998, 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 20, 1999 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: Edith M. Daniels and Thomas D. Phillips
/ / 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, 1999.
/ / 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 20,
1999 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.
