<PAGE>
<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
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Subsection 240.14a-11(c) or
Subsection 240.14a-12
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Rules 0-11(c)(1)(iii), 14a-6(i)(1), or
14a-6(i)(2). (NO FEE NOW REQUIRED)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1. Title of each class of securities to which
transaction applies:
_________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
_________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
_________________________________________________________________
4. Proposed maximum aggregate value of transaction:
_________________________________________________________________
[ ] 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>
<PAGE>
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
(513) 661-5735
November 22, 1996
Dear Stockholder:
We invite you to attend the Special Meeting of Stockholders
(the "Special Meeting") of Westwood Homestead Financial
Corporation (the "Company"), the holding company for The Westwood
Homestead Savings Bank (the "Bank"), to be held at the main
office of the Bank, located at 3002 Harrison Avenue, Cincinnati,
Ohio, on December 23, 1996 at 3:00 p.m., local time.
The Special Meeting has been called to consider and vote
upon approval of the Company's Amended Directors' Retirement Plan
(the "Plan"). Enclosed are a Notice of Special Meeting, a Proxy
Statement and a Proxy Card. Certain directors and officers of
the Company will be present at the Special Meeting to respond to
any questions that our stockholders may have.
The Board of Directors of the Company has determined that
the Plan is in the best interests of the Company and its
stockholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends a vote "FOR" approval of the
Plan.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE, EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE SPECIAL MEETING. This will
not prevent you from voting in person but will assure that your
vote is counted if you are unable to attend the Special Meeting.
On behalf of the Board of Directors and all the employees of
the Company and the Bank, I wish to thank you for your continued
support.
Sincerely,
/s/ Michael P. Brennan
Michael P. Brennan
President and Chief Executive Officer<PAGE>
<PAGE>
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 23, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of
Stockholders (the "Meeting") of Westwood Homestead Financial
Corporation (the "Company"), the holding company for The Westwood
Homestead Savings Bank (the "Bank"), will be held at the main
office of the Bank, located at 3002 Harrison Avenue, Cincinnati,
Ohio on Monday, December 23, 1996, at 3:00 p.m., local time.
A Proxy Statement and Proxy Card for the Meeting are
enclosed.
The Meeting is for the purpose of considering and acting
upon:
1. The approval of The Westwood Homestead Savings
Bank Amended Directors' Retirement Plan; and
2. The transaction of such other matters as may
properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to
come before the Meeting.
Any action may be taken on the foregoing proposal at the
Meeting on the date specified above or on any date or dates to
which, by original or later adjournment, the Meeting may be
adjourned. Stockholders of record at the close of business on
November 15, 1996, are the stockholders entitled to notice of and
to vote at the Meeting and any adjournment thereof.
You are requested to fill in and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used if
you attend and vote at the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary Ann Jacobs
Mary Ann Jacobs
Secretary
Cincinnati, Ohio
November 22, 1996
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO
INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.<PAGE>
<PAGE>
PROXY STATEMENT
OF
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
SPECIAL MEETING OF STOCKHOLDERS
December 23, 1996
This Proxy Statement is furnished to stockholders of
Westwood Homestead Financial Corporation (the "Company"), the
holding company for The Westwood Homestead Savings Bank (the
"Bank"), in connection with the solicitation by the Board of
Directors of the Company of proxies to be used at the Special
Meeting of Stockholders (the "Meeting") which will be held at the
main office of the Bank, located at 3002 Harrison Avenue,
Cincinnati, Ohio on Monday, December 23, 1996, at 3:00 p.m.,
local time, and at any adjournment thereof. The accompanying
Notice of Special Meeting and Proxy Card and this Proxy Statement
are being first mailed to stockholders on or about November 22,
1996.
VOTING AND REVOCABILITY OF PROXIES
Regardless of the number of shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), owned, it
is important that stockholders be represented by proxy or present
in person at the Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and
dated in the enclosed postage-paid envelope. Stockholders are
urged to indicate their vote in the spaces provided on the proxy
card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR
THE APPROVAL OF THE SPECIFIC PROPOSAL PRESENTED IN THIS PROXY
STATEMENT. Proxies marked as abstentions will not be counted as
votes cast. In addition, shares held in street name which have
been designated by brokers on proxy cards as not voted will not
be counted as votes cast. Proxies marked as abstentions or as
broker nonvotes, however, will be treated as shares present for
purposes of determining whether a quorum is present.
The Board of Directors knows of no additional matters that
will be presented for consideration at the Meeting. Execution of
a proxy, however, confers on the designated proxyholders
discretionary authority to vote the shares in accordance with the
determination of a majority of the Board of Directors on such
other business, if any, that may properly come before the Meeting
or any adjournments thereof.
A proxy may be revoked at any time prior to its exercise by
the filing of a written notice of revocation with the Secretary
of the Company, by delivering a duly executed proxy bearing a
later date to the Secretary of the Company at the address listed
above, or by attending the Meeting and voting in person. The
presence of a stockholder at the Meeting will not in itself
revoke such stockholder's proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities entitled to vote at the Meeting consist of
the Common Stock. Stockholders of record as of the close of
business on November 15, 1996 (the "Record Date") are entitled to
one vote for each share of Common Stock then held. As of the
Record Date, there were 2,843,375 shares of Common Stock issued
and outstanding. The presence, in person or by proxy, of at
least a majority of the total number of shares of Common Stock
outstanding and entitled to vote will be necessary to constitute
a quorum at the Meeting.
Persons and groups beneficially owning more than 5% of the
Common Stock are required to file certain reports with respect to
such ownership pursuant to the Securities Exchange Act of 1934.
As of the Record Date, and based on the reports required of such
persons and groups, with the exception of the Company's Employee
Stock<PAGE>
<PAGE>
Ownership Plan ("ESOP"), there were no persons or groups known to
the Company to be the beneficial owners of more than 5% of the
Company's Common Stock outstanding at the Record Date.
The following table sets forth information regarding the
shares of Common Stock beneficially owned as of the Record Date
by persons who beneficially own more than 5% of the Common Stock,
each of the Company's directors, including the Chief Executive
Officer of the Company and the Bank, and the Former Chief
Executive Officer of the Bank, and by all of the Company's
directors and executive officers as a group.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Persons Owning Owned at Percent
Greater than 5%: Record Date(1) of Class
- --------------- --------------- --------
<S> <C> <C>
Westwood Homestead Financial
Corporation 227,470 (2) 8.00%
Employee Stock Ownership Plan
3002 Harrison Avenue
Cincinnati, Ohio 45211-5789
Directors:
Carl H. Heimerdinger
Chairman of the Board and
Former Chief Executive
Officer of the Bank 10,000 (3)
Michael P. Brennan
Chief Executive Officer 10,620 (3)
John B. Bennet, Sr. 2,700 (3)
Robert H. Bockhorst 6,410 (3)
Raymond J. Brinkman 8,233 (3)
Roger M. Higley 8,455 (3)
Mary Ann Jacobs 8,626 (3)
James D. Kemp 6,500 (3)
All directors and executive
officers of the Company
as a group (10 persons) 68,294 2.40
<FN>
____________
(1) Includes stock held in joint tenancy; stock owned as
tenants in common; stock owned or held by a spouse or other
member of the individual's household; and stock in which
the individual either has or shares voting and/or
investment power. Each person or relative of such person
whose shares are included herein exercises sole (or shared
with a spouse or other relative) voting and dispositive
power as to the shares reported. Does not include shares
with respect to which Directors Bockhorst, Higley, Bennet,
Heimerdinger and Jacobs have voting power by virtue of
their positions as trustees of the trust holding 227,470
shares of the ESOP.
(2) These shares are currently held in a suspense account for
future allocation and distribution among participants as
the loan used to purchase the shares is repaid. The ESOP
trustees vote all allocated shares in accordance with the
instructions of the participating employees. Unallocated
shares and allocated shares for which no instructions have
been received are voted by the trustees in the same
proportion as participants vote allocated stock; provided
that, in the absence of any voting directions as to
allocated stock, (i) the Company's Board of Directors shall
direct the trustees as to the voting of all shares of
unallocated stock, and (ii) in the absence of such
direction from the Company's Board of Directors, the ESOP
trustees shall have sole discretion as to the voting of
such shares.
(3) Represents less than 1%.
2<PAGE>
<PAGE>
MANAGEMENT COMPENSATION
DIRECTOR COMPENSATION
The Company's non-employee directors receive fees of $15,300
per year regardless of the number of board and committee meetings
attended. Employee directors do not receive board fees.
Chairman of the Board and Former Chief Executive Officer of the
Bank, Carl Heimerdinger, will receive an additional $20,000,
$5,000 and $3,750 for the years 1996, 1997, and 1998 pursuant to
his agreement with the Bank that expires in 1998. In addition
director Brinkman receives an additional $5,000 per year for his
position as internal auditor and compliance officer. For
information regarding compensation that directors may receive
upon retirement from the Board of Directors, see "Proposal I --
Approval of the Westwood Homestead Savings Bank Amended
Directors' Retirement Plan.
TRANSACTIONS WITH MANAGEMENT
Mary Ann Jacobs, a director of the Company and the Bank, is
an attorney and partner in the law firm of Ritter & Randolph,
Cincinnati, Ohio, which performs real estate closings, title
examinations and represents the Bank in general corporate matters
and litigation. During the fiscal year ended December 31, 1995,
the Bank paid $78,469 to the firm of Ritter & Randolph for legal
services rendered to the Bank.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth
the cash and noncash compensation for the last fiscal year
awarded to or earned by the Chief Executive Officer of the
Company and the former Chief Executive Officer of the Bank. No
other executive officer of the Company or the Bank earned salary
and bonus in fiscal 1995 exceeding $100,000 for services rendered
in all capacities to the Company or the Bank.
</TABLE>
<TABLE>
<CAPTION>
Annual Compensation
Name and Fiscal ------------------- All Other
Principal Position Year Salary Bonus Compensation
- ------------------ ------ ------ ------ ------------
<S> <C> <C> <C> <C>
Michael P. Brennan 1995 $110,000 $20,000 $2,917 (1)
President and Chief
Executive Officer
Carl H. Heimerdinger 1995 25,000 (2) -- 15,300 (3)
Former President and
Chief Executive Officer
<FN>
____________
(1) Consists of a contribution made by the Bank for the account
of Mr. Brennan pursuant to the Bank's 401(k) Plan.
(2) Mr. Heimerdinger received $25,000 in salary for his service
as President of the Bank during the first two months of 1995
and for serving as Chairman of the Board for the remainder
of the year.
(3) Consists of directors' fees
</FN>
</TABLE>
EMPLOYMENT AGREEMENT. In February 1995, the Bank entered
into an employment agreement (the "Employment Agreement") with
Mr. Michael P. Brennan, who serves as its Chief Executive Officer
and President (the "Executive"). The Employment Agreement was
amended in connection with the Bank's conversion from mutual to
stock form (the "Conversion") to add the Company as a party
jointly and severally liable for the Bank's obligations, and to
update its definition of a change in control to take into account
the Company's formation. The
3<PAGE>
<PAGE>
Executive is responsible for overseeing all operations of the
Bank and for implementing the policies adopted by the Bank's
Board of Directors. The Board of Directors believes that the
Employment Agreement assures fair treatment of the Executive in
relation to his position with the Bank by assuring him of some
financial security.
The Employment Agreement became effective on February 23,
1995 for a term of three years, with an annual base salary of
$110,000. Commencing on the second anniversary from the date of
commencement of the Employment Agreement and each year
thereafter, the term of the Executive's employment will be
extended for an additional one-year period beyond the then
effective expiration date, upon a determination by the Board that
the performance of the Executive has met the required performance
standards and that such Employment Agreement should be extended.
The Employment Agreement provides the Executive with a salary
review by the Board not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits, vacation and personal
leave. The Employment Agreement is terminable by the Bank for
"cause" as defined therein, in which event no severance benefits
are available. If the Bank terminates the Executive for any
reason other than cause, retirement, death, disability, or
expiration of the Agreement, the Executive will be entitled to a
continuation of his salary from the last day of the month
following the date of the event of termination through the
remaining term of the Employment Agreement. If the Employment
Agreement is terminated due to the Executive's disability, the
Executive will be entitled to a continuation of his salary for up
to 30 days. If the Executive is disabled for a continuous period
exceeding 30 days, the Bank may terminate the Employment
Agreement, in which event the Executive shall be entitled to
receive secondary disability benefits under any group or
individual disability benefit program maintained by the Bank. In
the event of the Executive's death during the term of the
Employment Agreement, his estate will be entitled to receive his
salary through the remaining term of the Employment Agreement.
The Employment Agreement contains provisions stating that if
the Executive terminates employment after a change in control of
the Bank or the Company, for any reason other than cause,
retirement, disability, death, expiration of the Agreement, or
otherwise a change in the present capacity or circumstances in
which the Executive is employed, or a reduction in compensation
or other benefits provided under this Agreement without the
Executive's written consent, the Executive will be paid, in
addition to the continuation of the Executive's compensation and
benefits through the expiration of the Agreement, an amount equal
to 2.99 times the Executive's average annual compensation for the
most recent five taxable years before the change in control,
provided such payments do not constitute an "excess parachute
payment" under Section 280G of the Internal Revenue Code of 1986,
as amended. In the event such payments would constitute an
excess parachute payment, they would be reduced accordingly.
"Control" generally refers to the acquisition, by any person or
entity, of the ownership or power to vote more than 25% of the
Bank's or the Company's voting stock, the control of the election
of a majority of the Bank's or the Company's directors, or the
exercise of a controlling influence over the management or
policies of the Bank or the Company. In addition, under the
Employment Agreement, a change in Control occurs when, during any
consecutive two-year period, directors of the Company or the Bank
at the beginning of such period cease to constitute at least a
majority of the Board of the Company or the Bank, unless the
election of the replacement directors was approved by at least a
majority of the initial directors then in office.
PROPOSAL I -- APPROVAL OF THE WESTWOOD HOMESTEAD SAVINGS BANK
AMENDED DIRECTORS' RETIREMENT PLAN
The Bank's Board of Directors adopted the Westwood Homestead
Savings Bank Directors' Retirement Plan (as amended, the
"Directors' Plan"), effective on January 1, 1995, and
subsequently amended the Directors' Plan in connection with the
Conversion. The Directors' Plan is attached hereto as Exhibit
"A" and should be consulted for additional information. All
statements made herein regarding the Directors' Plan, which are
only intended to summarize the Directors' Plan, are qualified in
their entirety by reference to the Directors' Plan. The
effectiveness of the Directors' Plan is contingent on its receipt
of stockholder approval at the Meeting.
4<PAGE>
<PAGE>
DESCRIPTION OF THE DIRECTORS' PLAN
Administration. The Directors' Plan is administered by the
Bank's Board of Directors ("Board"), which has discretionary
authority to administer, construe, and interpret the Directors'
Plan. All decisions, determinations, and interpretations of the
Bank's Board of Directors are conclusive and binding on all
parties affected thereby.
Eligible Persons. Participation in the Directors' Plan is
limited to directors of the Bank who serve as non-employee
directors on or after January 1, 1995. As of September 30, 1996,
the Bank had seven directors who would be eligible to receive
retirement benefits under the Directors' Plan.
Retirement Benefits. Under the Directors' Plan, a
bookkeeping account in each participant's name is credited, on a
quarterly basis, with an amount equal to the sum of (i) the
quarterly accrual attributable to the participant, (ii) any
appreciation or depreciation on the balance of the participant's
account during the calendar quarter, with the investment return
measured by the director's choice between the rate of return on
certificates of deposit and the Company's Common Stock, and (iii)
a retirement adjustment which will arise if the director
terminates service on the Board prior to the crediting of all
quarterly accruals scheduled to be made to his or her account.
In general, each quarterly accrual is designed to provide
participating directors with a retirement annuity having a term
equal to the lesser of ten years or the director's remaining life
expectancy, and with the amount of each annual payment being
equal to the product his or her Benefit Percentage, Vested
Percentage, and 65% of average fees (100% of average fees for
directors who have served 40 or more years on the Board). For
Director Fritz, "quarterly accrual" means the quarterly financial
expense to fund a liability, upon Mr. Fritz's termination of
service, to provide Mr. Fritz with a 50% joint and survivor
retirement annuity with a 15 year term with each annual payment
equal to 100% of his average fees. A director's "Benefit
Percentage" is based on his or her overall years of service on
the Board of Directors of the Bank (whether before or after the
plan's effective date and whether or not as an employee), and
increases in increments of 5% from 25% for five years of service,
to 100% for 20 or more years of service. A director's "Vested
Percentage" is based on his or her full years of service as a
director after January 1, 1995 (whether or not as an employee),
and increases in increments of 25% per year, from 25% for one
year of service after January 1, 1995, up to 100% for three or
more full years of service after January 1, 1995.
Distributions. The Bank will pay each director's benefits
held in his or her bookkeeping account in ten substantially equal
annual payments (15 with respect to Director Fritz), beginning on
the first day of the second month following the director's
termination of service. A director may, however, designate a
beneficiary to receive a single lump sum distribution of the
benefits. In the event that a director dies before collecting
all of his or her retirement benefits, the Bank will distribute
the benefits to the director's designated beneficiary.
Accelerated Vesting. A director's Benefit Percentage will
accelerate to 100% upon (i) his or her retirement from the Board
at or after age 75 with 10 or more years of service on the Board,
whether before or after the plan's effective date and whether or
not as an employee, and the Vested Percentage will accelerate to
100% upon termination of service on the Board as a result of
death or disability or upon the completion of 40 years of
service. The Benefit Percentage and the Vested Percentage also
will accelerate to 100% upon a "change in control" (as defined in
the Directors' Plan). In addition, within five business days
following a change in control, the Bank will contribute to the
Directors' Plan trust an amount that is projected to be
sufficient to enable the trust to pay all benefits that could
become payable under the Directors' Plan. Although these
provisions are included in the Directors' Plan primarily for the
protection of participating directors in the event of a "change
in control" of the Bank, they may also be regarded as having a
takeover defensive effect, which may reduce the Bank's
vulnerability to hostile takeover attempts and certain other
transactions which have not been negotiated with and approved by
the Board of Directors.
Source of Benefits. Any benefits payable under the
Directors' Plan will be paid solely from the Bank's general
assets. The Bank has established a grantor trust in order to
hold assets with which to pay benefits. Assets held in the trust
will be subject to the claims of the Bank's general creditors.
5<PAGE>
<PAGE>
Nontransferability. Neither a director, nor his or her
beneficiary, nor any other person or persons will have any right
to commute, sell, assign, transfer, encumber, and pledge or
otherwise convey the right to receive any retirement or death
benefits payable under the Directors' Plan.
Amendment and Termination. The Board of Directors may from
time to time amend or terminate the Directors' Plan. However, no
amendment or termination of the Directors' Plan will, without the
written consent of any affected directors, alter or impair any
rights or obligations under the Directors' Plan.
Tax and Financial Effects of Awards. Directors will
recognize taxable income as they collect their benefits, at which
time the Bank will be entitled to a corresponding compensation
expense deduction. Under current accounting standards, the Bank
must recognize an annual compensation expense for benefits
accruing under the Directors' Plan equal to the amount of
benefits vesting under the Directors' Plan in that year. In
fiscal 1995, the Bank recognized a $375,000 expense associated
with adoption of the Directors' Plan, which included prior
service cost as of December 31, 1995. Through the third quarter
of fiscal 1996 an additional $69,000 in expense was recognized.
Approximately $90,000 of this expense will be recovered during
the last quarter of fiscal 1996 assuming stockholder approval of
the Directors' Plan is received at the Meeting. This recovery
results from an amendment to the Directors' Retirement Plan which
reduced the benefits to be received thereunder. The future
expense associated with the Directors' Plan is expected to
decline substantially from fiscal 1995 and 1996 expense levels.
(See "New Plan Benefits" below for information about the benefits
that are estimated to accrue in fiscal 1996 upon stockholder
approval of the Directors' Plan.)
Recommendation and Vote Required. The Board of Directors
has determined that the Directors' Plan is desirable and cost
effective, and produces incentives which will benefit the Bank,
the Company and its stockholders. The Board of Directors is
seeking stockholder approval of the Directors' Plan in order to
satisfy the requirements of the Federal Deposit Insurance
Corporation.
Approval of the Directors' Plan requires the favorable vote
of the holders of a majority of the Common Stock of the Company
present in person or by proxy and entitled to vote at the
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL
OF THE DIRECTORS' PLAN.
6<PAGE>
<PAGE>
NEW PLAN BENEFITS
The following table sets forth certain information regarding
the benefits estimated to be received under the Directors' Plan
for fiscal year ending December 31, 1996.
<TABLE>
<CAPTION>
Number of
Dollar Value (1) Units
---------------- ---------
<S> <C> <C>
Carl H. Heimerdinger $ 61,184 N/A
Chairman of the Board and former
Chief Executive Officer of the Bank
John B. Bennet, Sr. $ 57,545 N/A
Robert H. Bockhorst $ 57,545 N/A
Raymond J. Brinkman $ 25,895 N/A
Roger M. Higley $ 57,545 N/A
Mary Ann Jacobs $ 57,545 N/A
James D. Kemp $ 57,545 N/A
All executive officers
as a group $ -- N/A
All directors who are
not executive officers, as a
group (seven persons) $374,804 N/A
All employees, including all current $ -- N/A
officers who are not executive
officers, as a group (1 person)
<FN>
_____________
(1) Amount determined based on the present value of expected
benefits discounted at 5%.
</FN>
</TABLE>
OTHER MATTERS
The Board of Directors is not aware of any business to come
before the Meeting other than those matters described above in
this proxy statement and matters incident to the conduct of the
Meeting. However, if any other matters should properly come
before the Meeting, it is intended that proxies in the
accompanying form will be voted in respect thereof in accordance
with the determination of a majority of the Board of Directors.
7<PAGE>
<PAGE>
MISCELLANEOUS
The cost of soliciting 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 proxy materials to the beneficial owners of Common
Stock. In addition to solicitations by mail, directors, officers
and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional
compensation.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the proxy materials
of the Company for the Annual Meeting of Stockholders for the
year ending December 31, 1996, any stockholder proposal to take
action at such meeting must be received at the Company's
executive offices at 3002 Harrison Avenue, Cincinnati, Ohio
45211-5789 by no later than December 2, 1996. Any such proposals
shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Mary Ann Jacobs
Mary Ann Jacobs
Secretary
November 22, 1996
Cincinnati, Ohio
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
8<PAGE>
<PAGE>
EXHIBIT A
WESTWOOD HOMESTEAD SAVINGS BANK
DIRECTORS' RETIREMENT PLAN, AS AMENDED
The Board of Directors of Westwood Homestead Savings Bank
has adopted this Directors' Retirement Plan, effective on January
1, 1995.
ARTICLE I
Definitions
-----------
The following words and phrases, when used in the Plan with
an initial capital letter, shall have the meanings set forth
below unless the context clearly indicates otherwise.
"Account" shall mean a bookkeeping account maintained by the
Bank in the name of each Participant.
"Average Fees" means the average base annual fees that the
Bank's non-Employee Directors received for service on the Board
during the calendar year preceding the year in which a Participa-
nt's service on the Board terminates.
"Bank" shall mean Westwood Homestead Savings Bank.
"Beneficiary" shall mean the person or persons whom a
Participant may designate as the beneficiary of the Participant's
Benefits under Article III. A Participant's election of a
Beneficiary shall be made on the Election Form, shall be
revocable by the Participant during his or her lifetime, and
shall be effective only upon its delivery to and acceptance by
the Board (which acceptance shall be presumed unless, within ten
business days of receiving the Participant's election, the Board
provides the Participant with a written notice detailing the
reasons for its rejection).
"Benefits" shall mean the Benefits accrued under Article II
and payable under Article III hereof.
"Benefit Percentage" shall be determined based on the number
of the Participant's full years of service on the Board (whether
before or after the Effective Date and whether or not as an
Employee), and shall be determined according to the following
schedule:
<PAGE>
<PAGE>
Full Years of Service
as a Director Percentage
---------------------- ----------
Less than 5 0%
5 25%
6-19 5% per year increase
20 or more 100%
Notwithstanding the foregoing, a Participant's Benefit
Percentage shall accelerate to 100% upon his or her retirement
from the Board at or after age 75 with 10 or more years of
service on the Board (whether before or after the Effective Date
and whether or not as an Employee).
"Board" shall mean the Board of Directors of the Bank.
"Change in Control" shall mean any one of the following
events:
(a) When the Bank is in the "mutual" form of
organization, a "Change in Control" shall be deemed to have
occurred if:
(i) as a result of, or in connection with, any
exchange offer, merger or other business combination, sale of
assets or contested election, any combination of the
foregoing transactions, or any similar transaction, the
persons who were non-employee directors of the Bank before
such transaction cease to constitute a majority of the Board
of the Bank or any successor to the Bank;
(ii) the Bank transfers substantially all of its
assets to another corporation which is not a wholly-owned
subsidiary of the Bank;
(iii) the Bank sells substantially all of the assets
of a subsidiary or affiliate;
(iv) any "person" including a "group", exclusive of
the Board or any committee thereof, is or becomes the
"beneficial owner", directly or indirectly, of proxies of the
Bank representing twenty-five percent (25%) or more of the
combined voting power of the Bank's members; or
(v) the Bank is merged or consolidated with another
corporation and, as a result of the merger or consolidation,
less than seventy percent (70%) of the outstanding proxies
relating to the surviving or resulting corporation are given,
in the aggregate, by the former members of the Bank.
(b) If the Bank shall be in the "stock" form of
organization, a "Change in Control" shall be deemed to have
occurred if:
2<PAGE>
<PAGE>
(i) as a result of, or in connection with, any initial
public offering, tender offer or exchange offer, merger or
other business combination, sale of assets or contested
election, any combination of the foregoing transactions, or
any similar transaction, the persons who were directors of
the Bank before such transaction cease to constitute a
majority of the Board of the Bank or any successor to the
Bank;
(ii) the Bank transfers substantially all of its
assets to another corporation which is not a wholly-owned
subsidiary of the Bank;
(iii) the Bank sells substantially all of the assets
of a subsidiary or affiliate;
(iv) any "person" including a "group" is or becomes
the "beneficial owner", directly or indirectly, of securities
of the Bank representing twenty-five percent (25%) or more of
the combined voting power of the Bank's outstanding
securities (with the terms in quotation marks having the
meaning set forth under the federal securities laws); or
(v) the Bank is merged or consolidated with another
corporation and, as a result of the merger or consolidation,
less than seventy percent (70%) of the outstanding voting
securities of the surviving or resulting corporation is owned
in the aggregate by the former stockholders of the Bank.
Notwithstanding the foregoing, a "Change in Control" shall
not be deemed to occur solely by reason of a transaction in which
the Bank converts to the stock form of organization. The
decision of the Board as to whether a Change in Control has
occurred shall be conclusive and binding.
"Director" shall mean a member of the Board.
"Effective Date" shall mean the date on which the Plan first
becomes effective, as determined under Article XV hereof.
"Election Form" shall mean the form attached hereto as
Exhibit "A".
"Employee" shall mean any person whom the Bank treats as an
employee for federal payroll tax purposes.
"Participant" means an individual who serves on the Board at
some time on or after the Effective Date and who is not also an
Employee on or after the Effective Date.
"Plan" shall mean this Westwood Homestead Savings Bank
Directors' Retirement Plan.
"Quarterly Accrual" shall mean with respect to each
Participant, the quarterly financial expense, determined under
generally accepted accounting principles, which the Bank would
have incurred in order to fund a liability arising from the
Bank's obligation, upon the Participant's
3<PAGE>
<PAGE>
termination of service on the Board, to provide the Participant
with a retirement annuity with a term of the lesser of ten years
or the Participant's remaining life expectancy, with the amount
of each annual payment being equal to the product of his or her
Benefit Percentage, his or her Vested Percentage, and 65% of
Average Fees, provided that in the case of Directors who have
served 40 or more years on the Board (whether before or after the
Plan's Effective Date), said 65% shall be increased to 100%;
provided further that, with respect to Director Fritz, "Quarterly
accrual" shall mean the quarterly financial expense determined
under generally accepted accounting principles, which the Bank
would have incurred to fund a liability arising from the Bank's
obligation, upon Mr. Fritz's termination of service on the Board,
to provide Mr. Fritz with a 50% joint and survivor retirement
annuity with a fifteen year term, with the amount of each annual
payment being equal to his Benefit Percentage, his Vested
Percentage and 100% of his Average Fees.
"Retirement Adjustment" shall mean the present value of the
Quarterly Accruals, if any, which are projected to occur after
the date of a Participant's termination of service on the Board
and which are attributable to the Participant's Vested
Percentage, Benefit Percentage and the Average Fees, all
determined as of the date of the Participant's termination of
service on the Board. The Retirement Adjustment shall be
determined by the Board with the Participant abstaining from
consideration of the matter.
"Trust Agreement" shall mean the agreement entered into
pursuant to the terms hereof between the Bank and the Trustee,
and "Trust" means the trust created thereunder.
"Trustee" shall mean that person(s) or entity appointed by
the Board pursuant to the Trust Agreement to hold legal title to
the Plan assets for the purposes set forth herein.
"Vested Percentage" shall be determined based on the number
of the Participant's full years of service on the Board after the
Effective Date (whether or not as an Employee), and shall be
determined according to the following schedule:
Post-Effective Date Years Participant's
of Service on the Board Vested Percentage
------------------------- -----------------
Less than 1 25%
1 50%
2 75%
3 or more 100%
Notwithstanding the foregoing, a Participant's Vested
Percentage shall accelerate to 100% upon his or her termination
of service on the Board as a result of his or her death or
disability (as determined by the Board), or upon his or her
completion of 40 or more years of service (whether before or
after the Plan's Effective Date).
4<PAGE>
<PAGE>
ARTICLE II
Quarterly Credits to Accounts
-----------------------------
The Bank shall establish and maintain an Account for each
Participant. On the last business day of each calendar quarter,
the Bank shall credit to each Participant's Account an amount
equal to the sum of (i) the Quarterly Accrual attributable to the
Participant, (ii) any appreciation or depreciation, determined
according to the Participant's Election Form, on the balance of
the Participant's Account during the particular calendar quarter,
and (iii) the Retirement Adjustment, if any.
ARTICLE III
Distributions From Accounts; Election Forms
-------------------------------------------
A Participant's Account shall be paid in ten (fifteen with
respect to Director Fritz) substantially equal annual
installments beginning on the first day of the second month
following the Participant's termination of service on the Board,
provided that a Participant may elect on his or her Election Form
to have the designated Beneficiary receive, in lieu of
installment payments, a single distribution of 100% of the
Benefits to which the Participant is entitled hereunder.
If a Participant dies before receiving all Benefits payable
pursuant to this Article II, then such payment(s) shall be made
to the Beneficiary designated by the Participant in the manner
directed by the Participant's Election Form then in effect. If
no Beneficiary has been designated, or if the designated
Beneficiary has predeceased the Participant, then all Benefits
payable in respect of the Participant shall be distributed in a
lump sum to the Participant's estate by the first day of the
second month following the Participant's Death. If a designated
Beneficiary survives the Participant but then dies before all
Benefits payable hereunder have been paid, then the aggregate
Benefits then unpaid shall be paid over to the Beneficiary's
estate, in a lump sum, on the first day of the second month
following the date of the Participant's death.
Elections made pursuant to executed Election Forms shall be
revocable during the Participant's lifetime and a Participant
may, by submitting an effective superseding Election Form at any
time and from time to time, prospectively change the designated
Beneficiary, the manner of payment to a Beneficiary, or the
deemed future investment of his or her Account. An Election Form
shall be effective only upon its delivery to and acceptance by
the Board, which acceptance shall be presumed unless, within ten
business days of receiving the Participant's election, the Board
provides the Participant with a written notice detailing the
reasons for its rejection.
ARTICLE IV
Source of Benefits
------------------
Benefits shall constitute an unfunded, unsecured promise by
the Bank to provide such payments in the future, as and to the
extent such Benefits become payable. Benefits shall be paid from
the general assets of the Bank, and no person shall, by virtue of
this Plan, have any interest
5<PAGE>
<PAGE>
in such assets (other than as an unsecured creditor of the Bank).
For any fiscal year during which a Trust, as described herein at
Article VII, is maintained, (i) the Trustee shall inform the
Board annually prior to the commencement of each fiscal year as
to the manner in which such trust assets shall be invested, and
(ii) the Board shall, as soon as practicable after the end of
each fiscal year of the Bank, provide the Trustee with a schedule
specifying the amounts payable to each Participant, and the time
for making such payments.
ARTICLE V
Assignment
----------
Except as otherwise provided by this Plan, it is agreed that
neither the Participant nor his or her Beneficiary nor any other
person or persons shall have any right to commute, sell, assign,
transfer, encumber and pledge or otherwise convey the right to
receive any Benefits hereunder, which Benefits and the rights
thereto are expressly declared to be nontransferable.
ARTICLE VI
No Retention of Services
------------------------
The Benefits payable under this Plan shall be independent
of, and in addition to, any other compensation payable by the
Bank to a Participant, whether in the form of fees, bonus,
retirement income under employee benefit plans sponsored or
maintained by the Bank, or otherwise. This Plan shall not be
deemed to constitute a contract of employment between the Bank
and any Participant.
ARTICLE VII
Rights of Directors
-------------------
The rights of the Directors under this Plan and of their
Beneficiaries shall be solely those of unsecured creditors of the
Bank. In the event that the Bank shall establish an irrevocable
Trust to be attached hereto, such assets of the Bank may be held
by such Trust, subject to claims by general creditors of the Bank
by appropriate judicial action as provided by such Trust.
ARTICLE VIII
Automatic Cash-Out Upon a Change in Control
-------------------------------------------
The provisions of this Article shall supersede any
provisions of this Plan to the contrary. In the event of a
Change in Control while a Participant is serving on the Board,
the Participant's Benefit Percentage and Vested Percentage shall
become 100%. In addition, at any time no later than five
business days following a Change in Control, the Bank shall
establish the Trust (if it has not been previously established),
and shall contribute an amount to the Trust that is projected to
be sufficient to enable the Trust to pay all Benefits that could
become payable.
6<PAGE>
<PAGE>
ARTICLE IX
Reorganization
--------------
The Bank agrees that it will not merge or consolidate with
any other corporation or organization, or permit its business
activities to be taken over by any other organization, unless and
until the succeeding or continuing corporation or other organiza-
tion shall expressly assume the rights and obligations of the
Bank herein set forth. The Bank further agrees that it will not
cease its business activities or terminate its existence, other
than as heretofore set forth in this paragraph, without having
made adequate provision for the fulfillment of its obligation
hereunder.
ARTICLE X
Amendment and Termination
-------------------------
The Board may amend or terminate the Plan at any time,
provided that no such amendment or termination shall, without the
written consent of an affected Participant, alter or impair any
rights of the Participant under the Plan.
ARTICLE XI
State Law
---------
This Plan shall be construed and governed in all respects
under and by the laws of the State of Ohio. If any provision of
this Plan shall be held by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.
ARTICLE XII
Headings; Gender
----------------
Headings and subheadings in this Plan are inserted for
convenience and reference only and constitute no part of this
Plan. This Plan shall be construed, where required, so that the
masculine gender includes the feminine.
ARTICLE XIII
Interpretation of the Plan
--------------------------
The Board shall have sole and absolute discretion to
administer, construe, and interpret the Plan, and the decisions
of the Board shall be conclusive and binding on all affected
parties (unless such decisions are arbitrary and capricious);
provided that a Participant shall abstain from voting on any
matter that directly affects the calculation of his or her
Benefits or the particular terms of its payment (except that no
abstention is required with respect to those issues that have an
immediate and substantially equivalent effect on all
Participants).
ARTICLE XIV
Legal Fees
-----------
In the event any dispute shall arise between a Director and
the Bank as to the terms or interpretation of this Plan, whether
instituted by formal legal proceedings or otherwise, including
any action taken by a Director to enforce the terms of this Plan
or in defending against any action
7<PAGE>
<PAGE>
taken by the Bank, the Bank shall reimburse the Director for all
costs and expenses, including reasonable attorneys' fees, arising
from such dispute, proceedings or actions, provided that the
Director shall return such amounts to the Bank if he fails to
obtain a final judgment by a court of competent jurisdiction or
obtain a settlement of such dispute, proceedings, or actions
substantially in his or her favor. Such reimbursements to a
Director shall be paid within 10 days of the Director furnishing
to the Bank written evidence, which may be in the form, among
other things, of a cancelled check or receipt, of any costs or
expenses incurred by the Director. Any such request for
reimbursement by a Director shall be made no more frequently than
at 30 day intervals.
ARTICLE XV
Effective Date
--------------
The Plan shall become effective on January 1, 1995. Unless
terminated earlier in accordance with Article XI, this Plan shall
remain in effect during the term of service of the Participants
and until all Benefits payable hereunder have been made.
8
