<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
FOUNDATION BANCORP, INC.
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(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)(4) and O-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
---------------------------------------------------------------
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 O-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
FOUNDATION BANCORP, INC.
25 GARFIELD PLACE
CINCINNATI, OHIO 45202
(513) 721-0120
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Foundation Bancorp, Inc. (the "Company") will be held at The Cincinnati Club
Building, 30 Garfield Place, Cincinnati, Ohio, 45202, on October 19, 1999, at
1:00 p.m., local time (the "Annual Meeting"), for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
1. To elect four directors of the Company for terms expiring
in 2001;
2. To ratify the selection of Clark, Schaefer, Hackett & Co.
as the auditors of the Company for the current fiscal
year; and
3. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only shareholders of the Company of record at the close of business on
August 31, 1999, will be entitled to receive notice of and to vote at the Annual
Meeting and at any adjournments thereof. Whether or not you expect to attend the
Annual Meeting, we urge you to consider the accompanying Proxy Statement
carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF A QUORUM
MAY BE ASSURED. The giving of a proxy does not affect your right to vote in
person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Cincinnati, Ohio Laird L. Lazelle
September 7, 1999
<PAGE> 3
FOUNDATION BANCORP, INC.
25 GARFIELD PLACE
CINCINNATI, OHIO 45202
(513) 721-0120
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is being solicited by the Board of
Directors of Foundation Bancorp, Inc. (the "Company") for use at the 1999 Annual
Meeting of Shareholders of the Company to be held at The Cincinnati Club
Building, 30 Garfield Place, Cincinnati, Ohio 45202, on October 19, 1999, at
1:00 p.m., local time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by
executing a later dated proxy which is received by the Company before the Proxy
is exercised or by giving notice of revocation to the Company in writing or in
open meeting before the Proxy is exercised. Attendance at the Annual Meeting
will not, of itself, revoke the Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of Mardelle Dickhaut, Laird L. Lazelle,
Robert E. Levitch and Michael S. Schwartz as directors of the
Company for terms expiring in 2001; and
FOR the ratification of the selection of Clark, Schaefer,
Hackett & Co. ("Clark, Schaefer") as the auditors of the
Company for the current fiscal year.
The Proxies may be solicited by the directors, officers and other
employees of the Company and Foundation Savings Bank ("Foundation"), in person
or by telephone, telegraph or mail only for use at the Annual Meeting. The Proxy
will not be used for any other meeting. The cost of soliciting the Proxies will
be borne by the Company.
Only shareholders of record as of the close of business on August 31,
1999 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The Company's records disclose that, as of the Voting Record Date, there were
462,875 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of the
Company on or about September 20, 1999.
<PAGE> 4
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and the Company's Code of Regulations, the four nominees
receiving the greatest number of votes will be elected as directors. Shares held
by a nominee for a beneficial owner which are represented in person or by proxy
but not voted with respect to the election of directors and shares as to which
the authority to vote is withheld are not counted toward the election of
directors or toward the election of the individual nominees specified on the
Proxy.
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of the holders of a majority of the shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Clark, Schaefer as the auditors of the Company for the current
fiscal year. The effect of an abstention is, therefore, the same as a "no" vote.
If the accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares represented by
the Proxy will be voted FOR the ratification of the selection of Clark, Schaefer
as the auditors of the Company for the current fiscal year.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to the Company to own beneficially more than five percent of
the outstanding common shares of the Company as of August 31, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- ---------------- ------------------------------- ------------------
<S> <C> <C>
Foundation Bancorp, Inc.
Employee Stock Ownership Plan
1201 Broadway 37,030 (1) 8.00%
Quincy, Illinois 62301
Laird L. Lazelle
25 Garfield Place 36,978 (2) 7.85%
Cincinnati, Ohio 45202
</TABLE>
- ---------------------------
(1) Consists of the shares held by First Bankers Trust Company, N.A., as
the Trustee for the Foundation Bancorp, Inc. Employee Stock Ownership
Plan (the "ESOP"). The Trustee has voting power over shares that have
not been allocated to an ESOP participant and shares that have been
allocated to an ESOP participant but as to which no voting instructions
are given by the recipient. The Trustee has limited shared investment
power over all ESOP shares.
(2) Includes 5,511 common shares allocated to Mr. Lazelle's ESOP account,
with respect to which Mr. Lazelle has voting power; 8,000 shares that
may be acquired upon the exercise of an option; and 11,517 shares owned
by Mr. Lazelle's spouse.
-2-
<PAGE> 5
The following table sets forth certain information with respect to the
number of common shares of the Company beneficially owned by each director and
by all directors and executive officers of the Company as a group as of August
31, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address (1) Beneficial Ownership(2) Shares Outstanding
- -------------------- --------------------- ------------------
<S> <C> <C>
Mardelle Dickhaut 6,887 (3) 1.48%
Ruth C. Emden 7,407 (3) 1.59
Laird L. Lazelle 36,978 (4) 7.85
Robert E. Levitch 2,432 (3) 0.52
Michael S. Schwartz 18,978 (5) 4.08
Paul L. Silverglade 11,157 (3) 2.40
Ivan J. Silverman 13,998 (6) 3.01
All directors and executive officers of
the Company as a group (8 people) 110,945 (7) 22.83%
</TABLE>
- ----------------------------
(1) Each of the persons listed in this table may be contacted at the address of
the Company.
(2) All shares are owned directly with sole voting and investment power unless
otherwise indicated by footnote.
(3) Includes 2,314 shares that may be acquired upon the exercise of an option.
(4) Includes 5,511 common shares allocated to Mr. Lazelle's ESOP account, with
respect to which Mr. Lazelle has voting power; 8,000 shares that may be
acquired upon the exercise of an option; and 11,517 shares owned by Mr.
Lazelle's spouse.
(5) Includes 5,000 shares held by Mr. Schwartz as trustee, with respect to
which Mr. Schwartz shares voting power, and 2,314 shares that may be
acquired upon the exercise of an option.
(6) Includes 6,571 shares owned by Mr. Silverman's spouse, with respect to
which Mr. Silverman disclaims beneficial ownership, and 2,314 shares that
may be acquired upon the exercise of an option.
(7) Includes, in the aggregate, 28,788 shares that may be acquired upon the
exercise of options and 23,088 shares with respect to which voting
and investment power is shared.
-3-
<PAGE> 6
PROPOSAL ONE - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Company's Code of Regulations provide for a Board of Directors
consisting of seven persons. In accordance with Section 2.03 of the Regulations,
nominees for election as directors may be proposed only by the directors or by a
shareholder entitled to vote for directors. A nomination by a shareholder with
respect to the election of directors at an annual meeting of shareholders must
be submitted in writing to the Secretary of the Company and received by the
Secretary not later than the sixtieth day before the first anniversary of the
most recent annual meeting of shareholders held for the election of directors. A
nomination by a shareholder with respect to the election of directors at a
special meeting of shareholders must be submitted in writing and received by the
Secretary of the Company not later than the close of business on the seventh day
following the day on which notice of such special meeting was mailed to
shareholders. Each written nomination must state the name, age, business or
residence address of the nominee, the principal occupation or employment of the
nominee, the number of common shares of the Company owned either beneficially or
of record by the nominee and the length of time such shares have been so owned.
The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 2001:
<TABLE>
<CAPTION>
Director of Director of
the Company Foundation
Name Age (1) Position(s) Held Since (2) Since
- ---- ------- ---------------- --------- ---------
<S> <C> <C> <C> <C>
Mardelle Dickhaut 66 Director 1996 1989
Laird L. Lazelle 60 Director, President and Chief 1996 1994
Executive Officer
Robert E. Levitch 65 Director 1996 1964
Michael S. Schwartz 55 Director 1996 1967
</TABLE>
- -----------------------------
(1) As of September 1, 1999.
(2) Each director became a director of the Company in connection with the
conversion of Foundation from mutual to stock form (the "Conversion")
and the formation of the Company as the holding company for Foundation.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
-4-
<PAGE> 7
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Director of Director of
the Company Foundation
Name Age (1) Positions Held Since (2) Since Term Expires
- ---- ------- -------------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Ruth C. Emden 72 Director 1996 1994 2000
Paul L. Silverglade 74 Director 1996 1988 2000
Ivan J. Silverman 58 Director 1996 1992 2000
</TABLE>
- -----------------------------
(1) As of September 1, 1999.
(2) Each director became a director of the Company in connection with the
Conversion.
MARDELLE DICKHAUT has served as the Secretary of Foundation since 1979
and as a director since 1989. Mrs. Dickhaut was employed at Foundation for 23
years prior to her retirement in 1995.
LAIRD L. LAZELLE is the President and the Chief Executive Officer of
both the Company and Foundation and is the designated Managing Officer of
Foundation. Mr. Lazelle served as the President and the Chief Executive Officer
of The TriState Bancorp from February 1988 until joining Foundation in January
1994.
ROBERT E. LEVITCH has served as a director of Foundation since 1964.
Mr. Levitch has been a corrections officer with the Hamilton County Sheriff's
Department since 1980.
MICHAEL S. SCHWARTZ has been an attorney at law practicing in
Cincinnati, Ohio, since 1971 and has been the President of a title insurance
agency since 1996. Mr. Schwartz is legal counsel to Foundation and also provides
title services for some loans made by Foundation. Mr. Schwartz has served as a
director of Foundation since 1967 and succeeded his father as the Chairman of
the Board in 1993.
RUTH C. EMDEN has served as a director of Foundation since 1994. Mrs.
Emden is the widow of Narvin I. Emden, who served Foundation as the President,
the Managing Officer and a director for over 46 years. Mrs. Emden is active in
community service.
PAUL L. SILVERGLADE retired as the Corporate Office Personnel Director
for Federated Department Stores in 1981, after serving for 33 years. Mr.
Silverglade has been a director of Foundation since 1988 and serves as the
Chairman of the Compensation Committee.
IVAN J. SILVERMAN is an Investment Consultant and Vice President with
Gradison McDonald Investments, a Division of McDonald Investments, Inc., a Key
Corp Company. Mr. Silverman is a former Mayor of the City of Montgomery. Mr.
Silverman has served as a director of Foundation since 1992 and serves as the
Chairman of the Audit Committee.
MEETINGS OF DIRECTORS
The Board of Directors of the Company met seven times for regularly
scheduled and special meetings during the fiscal year ended June 30, 1999.
-5-
<PAGE> 8
COMMITTEES OF DIRECTORS
The Board of Directors of the Company has an Audit Committee. The
Company has no Compensation Committee and the entire Board of Directors serves
as a Nominating Committee.
The Board of Directors of Foundation has an Audit Committee and a
Compensation Committee.
The Audit Committee of both the Company and Foundation is comprised of
Mr. Silverman, who serves as chairman of the Audit Committee, Ms. Dickhaut and
Mr. Silverglade. The Audit Committee reviews and monitors the process of
auditing the Company and Foundation. The final audit is presented to the full
Board of Directors by the auditors. The Audit Committee met once during the
fiscal year ended June 30, 1999.
Mr. Silverglade serves as the Chairman of the Compensation Committee.
Mr. Schwartz and Mr. Silverman also serve on the Compensation Committee. The
function of the Compensation Committee is to determine compensation for
Foundation's employees and to make recommendations to the Board of Directors
regarding employee benefits and related matters. The Compensation Committee met
once during the fiscal year ended June 30, 1999.
EXECUTIVE OFFICERS
Mr. Lazelle is the President and Chief Executive Officer of the
Company. Dianne K. Rabe serves as Secretary and Treasurer of the Company. Mrs.
Rabe, a Certified Public Accountant, is Vice President and Chief Operating
Officer of Foundation. Mrs. Rabe came to Foundation in 1992 from another thrift
institution located in Cincinnati, Ohio.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Foundation to
Laird L. Lazelle, the President and Chief Executive Officer of the Company and
Foundation, for the last three fiscal years. No executive officer of the Company
earned salary and bonus in excess of $100,000 during fiscal 1999.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
---------------------------------------------------------------------------------------------
Annual Compensation (1) Long-Term Compensation All Other
- ------------------------------------------------------------------------------------------------------- Compensation
Awards
-------------------------------------------
Name and Principal Year Salary ($) Bonus ($) Restricted Stock Securities Underlying
Position Awards Options/SARS
($) (#)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Laird L. Lazelle 1999 $85,000 $15,000 $56,250 (2) 11,500 $24,620 (3)
President and Chief 1998 85,000 15,000 -0- -0- 27,770 (3)
Executive Officer 1997 80,000 15,000 -0- -0- 24,998 (4)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include amounts attributable to other miscellaneous benefits, the
cost of which was less than 10% of Mr. Lazelle's cash compensation.
-6-
<PAGE> 9
(2) On January 25, 1999, Mr. Lazelle was awarded 4,500 common shares
pursuant to the RRP. The award will be earned and non-forfeitable at the
rate of one-tenth per year, with the first tenth earned on July 1, 1999, and
the remainder earned on July 1 of the next nine years, assuming continued
employment with, or service on the Board of Directors of, the Company or
Foundation. On January 25, 1999, the market price of the shares awarded to
Mr. Lazelle, determined by reference to the National Quotation Bureau, was
$12.50 per share, and the aggregate market value of such shares was $56,250.
At June 30, 1999, the market price of a Company share was $13.625, the
National Quotation Bureau, and the aggregate market value of the shares
awarded to Mr. Lazelle was $61,313. In addition, dividends and other
distributions on such shares and earnings thereon will be distributed to Mr.
Lazelle according to the vesting schedule.
(3) Consists of the value of the allocation to Mr. Lazelle's account pursuant to
the ESOP.
(4) Consists of director's fees of $1,500 and the $23,498 value of the
allocation to Mr. Lazelle's account pursuant to the ESOP.
DIRECTOR COMPENSATION
Each Foundation director who is not an employee of the Company or
Foundation currently receives directors' fees of $7,500 per year. Effective
September 1996, directors who are employees of the Company or Foundation receive
no directors' fees. No fees are paid for committee meetings or to directors of
the Company.
EMPLOYMENT AGREEMENT
Foundation has entered into an employment agreement with Mr. Lazelle
(the "Employment Agreement"), effective September 25, 1996. The Employment
Agreement provides for a term of three years and salary and performance review
by the Board of Directors not less often than annually. The Employment Agreement
provides for inclusion of Mr. Lazelle in any formally established employee
benefit, bonus, pension and profit-sharing plans for which senior management
personnel are eligible. The Employment Agreement also provides for vacation and
sick leave in accordance with Foundation's prevailing policies.
The Employment Agreement is terminable by Foundation at any time. In
the event of termination by Foundation for "just cause," as defined in the
Employment Agreement, Mr. Lazelle will have no right to receive any compensation
or other benefits for any period after such termination. In the event of
termination by Foundation other than (i) for just cause, (ii) at the end of the
term of the Employment Agreement or (iii) in connection with a "change of
control," as defined in the Employment Agreement, the Employment Agreement
entitles Mr. Lazelle to a continuation of salary payments for the remainder of
the term of the Employment Agreement and a continuation of benefits
substantially equal to those being provided at the date of termination of
employment until the earliest to occur of the end of the term of the Employment
Agreement or the date Mr. Lazelle becomes employed full-time by another
employer.
The Employment Agreement also contains provisions with respect to the
occurrence within six months prior to or one year following a "change of
control" of (i) the termination of employment of Mr. Lazelle for any reason
other than just cause, retirement or termination at the end of the term of the
agreement, or (ii) a constructive termination resulting from change in the
capacity or circumstances in which Mr. Lazelle is employed or a material
reduction in his responsibilities, authority, compensation or other benefits
provided under the Employment Agreement without his written consent. In the
event of any
-7-
<PAGE> 10
such occurrence, Mr. Lazelle will be entitled to payment of an amount equal
to three times his then current annual salary. In addition, Mr. Lazelle would
be entitled to continued coverage under all benefit plans until the earliest of
the end of the term of the Employment Agreement or the date on which he is
included in another employer's benefit plans as a full-time employee. The
maximum which Mr. Lazelle may receive, however, is limited to an amount which
will not result in the imposition of a penalty tax pursuant to Section
280G(b)(3) of Internal Revenue Code of 1986, as amended. A "change of
control," as defined in the Employment Agreement, generally refers to the
acquisition by any person or entity of the ownership or power to vote 25%
or more of the voting stock of Foundation or the Company, the control of
the election of a majority of the directors of Foundation or the Company or the
acquisition of control, as defined in the regulations of the Office of
Thrift Supervision (the "OTS"), of Foundation or the Company.
The Employment Agreement was reviewed by the Board of Directors at a
meeting held on December 15, 1998, pursuant to OTS regulations. The term of the
Employment Agreement was extended to expire December 31, 2001. There was no
change to the amount of compensation or any other provision of the Employment
Agreement.
STOCK OPTION PLAN
At the 1997 Annual Meeting of Shareholders of the Company, the
shareholders approved the Foundation Bancorp, Inc. 1997 Stock Option and
Incentive Plan (the "Stock Option Plan"). Pursuant to the Stock Option Plan,
46,288 common shares have been reserved for issuance by the Company upon the
exercise of options to be granted to certain directors, officers and employees
of Foundation and the Company from time to time under the Stock Option Plan.
The following table sets forth information regarding all grants of
options to purchase common shares of the Company made to Mr. Lazelle during the
fiscal year ended June 30, 1999:
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
Individual Grants
------------------------------------------------------------------------------------------
% of Total Options/
Number of Securities SARs Granted to
Underlying Options/ Employees in Fiscal Exercise or Base
Name SARs Granted (#) Year Ended 6/30/99 Price ($/Share) Expiration Date
- ---- -------------------- ------------------- ---------------- ---------------
<S> <C> <C> <C> <C>
Laird L. Lazelle 11,500 35.5% $12.50 January 25, 2008
</TABLE>
-8-
<PAGE> 11
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Lazelle at June 30, 1999:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
-------------------------------------------------------------------------------------------------
Value of Unexercised
Shares Number of Securities Underlying In-the-Money Options/SARs at
Acquired on Value Unexercised Options/SARs at 6/30/99 6/30/99 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ -------- ----------------------------------- ----------------------------
<S> <C> <C> <C> <C>
Laird L. Lazelle -0- N/A 8,000/3,500 $9,000/$3,938
</TABLE>
- ------------------
(1) For purposes of this table, the value of the option was determined by
multiplying the number of shares subject to unexercised options by the
difference between the $12.50 exercise price and the fair market value
of the Company's common shares, which was $13.625 on June 30, 1999,
based on the last trade price reported by the National Quotation
Bureau.
RECOGNITION AND RETENTION PLAN
At the 1997 Annual Meeting of Shareholders, the shareholders approved
the Foundation Savings Bank Recognition and Retention Plan and Trust Agreement
(the "RRP"). The RRP provides for awards of up to 18,515 common shares be made
to directors, officers and employees of Foundation. During the 1999 fiscal year,
awards were made covering all of the 18,515 shares. The awards have a ten year
vesting schedule, commencing July 1, 1999.
CERTAIN TRANSACTIONS WITH FOUNDATION
Foundation has extended loans to certain of its and the Company's
directors and executive officers, their affiliates and members of their
families. All such loans were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral
requirements, as those prevailing at the time for comparable transactions with
other persons and did not present more than the normal risk of collectibility or
other unfavorable features. As of June 30, 1999, there were no loans outstanding
to the Company's or Foundation's directors, officers or employees.
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Clark, Schaefer as the auditors of
the Company for the current fiscal year and recommends that the shareholders
ratify the selection. Management expects that a representative of Clark,
Schaefer will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she so desires and will be available to respond to
appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any qualified shareholder of the Company who intends to submit a
proposal to the Company at the 2000 Annual Meeting of Shareholders must submit
such proposal to the Company not later than May
-9-
<PAGE> 12
29, 2000, to be considered for inclusion in the Company's Proxy Statement and
form of Proxy (the "Proxy Materials") relating to that meeting. If a shareholder
intends to present a proposal at the 2000 Annual Meeting of Shareholders but has
not sought the inclusion of such proposal in the Company's Proxy Materials, and
if such proposal is not received by the Company prior to August 11, 2000, the
Company's management proxies for the 2000 Annual Meeting will be entitled to use
their discretionary voting authority should such proposal then be raised,
without any discussion of the matter in the Company's Proxy Materials.
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote the Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO FILL IN, SIGN AND RETURN
THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Cincinnati, Ohio Laird L. Lazelle, President
September 7, 1999
-10-
<PAGE> 13
REVOCABLE PROXY
FOUNDATION BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF FOUNDATION BANCORP, INC.
The undersigned shareholder of Foundation Bancorp, Inc. (the "Company")
hereby constitutes and appoints Ruth C. Emden and Ivan J. Silverman, or either
one of them, the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the 1999 Annual Meeting of
Shareholders of the Company to be held at The Cincinnati Club Building, 30
Garfield Place, Cincinnati, Ohio 45202, on October 19, 1999, at 1:00 p.m., local
time (the "Annual Meeting"), all of the shares of the Company which the
undersigned is entitled to vote at the Annual Meeting, or at any adjournment
thereof, on each of the following proposals, all of which are described in the
accompanying Proxy Statement:
1. The election of four directors:
FOR all nominees listed WITHHOLD authority to
[ ] below (except as marked to [ ] vote for all nominees
the contrary below) listed below
Mardelle Dickhaut
Laird L. Lazelle
Robert E. Levitch
Michael S. Schwartz
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 14
2. The approval of the selection of Clark, Schaefer, Hackett & Co. as the
auditors of the Company for the current fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
This Revocable Proxy will be voted as directed by the undersigned
shareholder. IF NO DIRECTION IS GIVEN, THIS REVOCABLE PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED AND FOR PROPOSAL 2.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of Annual Meeting of Shareholders of the Company and of
the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign your name exactly as it appears on this Proxy. Joint
accounts require only one signature. If you are signing this Proxy as an
attorney, administrator, agent, corporation, officer, executor, trustee or
guardian, etc., please add your full title to your signature.
- -------------------------------- ------------------------------------
Signature Signature
- -------------------------------- ------------------------------------
Print or Type Name Print or Type Name
Dated: __________________________ Dated:______________________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE DATE, SIGN AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED FOR MAILING IN THE U.S.A.
IMPORTANT: IF YOU RECEIVE MORE THAN ONE CARD, PLEASE SIGN AND RETURN ALL
CARDS IN THE ACCOMPANYING ENVELOPE.
