<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 ss. 240.14a-11(c) or ss. 240.14a-12
FOUNDATION BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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 2000 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 24, 2000, 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 three directors of the Company for terms expiring in
2002;
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, 2000, 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. Giving 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, 2000
<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 2000 Annual
Meeting of Shareholders of the Company to be held at the Pompador Room, The
Cincinnati Club Building, 30 Garfield Place, Cincinnati, Ohio 45202, on October
24, 2000, 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 Ruth C. Emden, Paul L. Silverglade and
Ivan J. Silverman as directors of the Company for terms
expiring in 2002; 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,
2000 (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 15, 2000.
<PAGE> 4
VOTE REQUIRED
Under Ohio law and the Company's Code of Regulations, the three
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.
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 regarding 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, 2000:
<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 42,690 (2) 9.00%
Cincinnati, Ohio 45202
</TABLE>
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(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 7,273 common shares allocated to Mr. Lazelle's ESOP account,
with respect to which Mr. Lazelle has voting power; 11,500 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 regarding 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,
2000:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address (1) Beneficial Ownership (2) Shares Outstanding
-------------------- --------------------- ------------------
<S> <C> <C>
Mardelle Dickhaut 6,980 (3) 1.50%
Ruth C. Emden 7,500 (3) 1.61
Laird L. Lazelle 42,690 (4) 9.00
Robert E. Levitch 2,525 (3) .54
Michael S. Schwartz 19,071 (5) 4.10
Paul L. Silverglade 11,250 (3) 2.42
Ivan J. Silverman 14,071 (6) 3.02
All directors and executive officers of
the Company as a group
(8 people) 118,337 (7) 23.90%
</TABLE>
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(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 7,273 common shares allocated to Mr. Lazelle's ESOP account,
with respect to which Mr. Lazelle has voting power; 11,500 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, 32,288 shares that may be acquired upon the
exercise of options and 23,838 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 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 for 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 2002:
<TABLE>
<CAPTION>
Director of Director of
the Company Foundation
Name Age (1) Position(s) Held Since (2) Since
---- ------- ---------------- ----------- -----------
<S> <C> <C> <C> <C>
Ruth C. Emden 73 Director 1996 1994
Paul L. Silverglade 75 Director 1996 1988
Ivan J. Silverman 59 Director 1996 1992
</TABLE>
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(1) As of September 1, 2000.
(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>
Mardelle Dickhaut 67 Director 1996 1989 2001
Laird L. Lazelle 61 Director, President and 1996 1994 2001
Chief Executive Officer
Robert E. Levitch 66 Director 1996 1964 2001
Michael S. Schwartz 56 Director 1996 1967 2001
</TABLE>
-----------------------
(1) As of September 1, 2000
(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 served for 20 years as a Corrections Officer with the Hamilton
County Sheriff's Department prior to his retirement earlier this year.
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. Mr. Schwartz is a former Mayor of the Village of Golf Manor.
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 47 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.
-5-
<PAGE> 8
MEETINGS OF DIRECTORS
The Board of Directors of the Company met nine times for regularly
scheduled and special meetings during the fiscal year ended June 30, 2000. Each
director attended at least 75% of the aggregate meetings held during his or her
service as a director, except Mr. Levitch.
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, 2000.
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, 2000.
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.
-6-
<PAGE> 9
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 $100,000 during fiscal 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
---------------------------------------------------------------------------------------------
Annual Compensation (1) Long-Term Compensation
----------------------------------------------------------------------------------------------------
Awards
----------------------------------------
Restricted Stock Securities Underlying
Name and Principal Awards Options/SARS All
Position Year Salary ($) Bonus ($) ($) (#) Other Compensation
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Laird L. Lazelle 2000 $85,000 $15,000 -0- -0- $22,465 (3)
President and Chief 1999 85,000 15,000 $56,250 (2) 11,500 24,620 (3)
Executive Officer 1998 85,000 15,000 -0- -0- 27,770 (3)
------------------------------------------------------------------------------------------------------------------------------
</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.
(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,
2000, the market price of a Company share was $10.375, as reported by
the National Quotation Bureau, and the aggregate market value of the
shares awarded to Mr. Lazelle was $46,688. 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.
DIRECTOR COMPENSATION
Each Foundation director who is not an employee of the Company or
Foundation currently receives directors' fees of $7,500 per year. 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.
-7-
<PAGE> 10
The Employment Agreement was last reviewed by the Board of Directors at a
meeting held on December 14, 1999, and the term of the Employment Agreement was
extended to expire January 1, 2003. There was no other change made to the
Employment Agreement.
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.
Under certain conditions set forth in the Employment Agreement, if Mr.
Lazelle's employment is terminated within six months prior to or one year
following a "change of control," he 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.
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"). Under 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.
-8-
<PAGE> 11
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Lazelle at June 30, 2000:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Values
---------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options/SARs at In-the-Money Options/SARs at
Acquired on Value 6/30/00 (#) 6/30/00 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------- ------------------------------ ---------------------------
<S> <C> <C> <C> <C>
Laird L. Lazelle -0- N/A 11,500/0 N/A
</TABLE>
------------------------
(1) On June 30, 2000, the fair market value of the unexercised options did
not exceed the $12.50 exercise price of the options.
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 to 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, which commenced July 1, 1999.
CERTAIN TRANSACTIONS WITH FOUNDATION
From time to time, Foundation extends loans to certain of its and the
Company's directors and executive officers, their affiliates and members of
their families. All such loans are 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. As of June 30, 2000, 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.
-9-
<PAGE> 12
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
In order for a shareholder proposal to be eligible to be included in
the proxy statement and form of proxy for the 2001 Annual Meeting of
Shareholders, the proposal must be received by the Company no later than May 18,
2001. If a shareholder intends to present a proposal at the 2001 Annual Meeting
of Shareholders but the Company does not receive notice of the proposal until
after May 18, 2001, the Company is not required to include the proposal in the
proxy statement or form of proxy. If the shareholder gives notice of such a
proposal to the Company before August 1, 2001, however, and the Company does not
address the proposal in the proxy statement, the Company's management proxies
for the 2001 Annual Meeting will not confer discretionary authority to vote upon
the proposal. If the Company does not have notice of such a proposal before
August 1, 2001, the Company's management proxies will confer discretionary
authority to vote upon the proposal without addressing the proposal in the proxy
statement.
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, 2000
-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 Mardelle Dickhaut and Michael Schwartz, or
either one of them, the Proxy or Proxies of the undersigned with full power of
substitution and resubstitution, to vote at the 2000 Annual Meeting of
Shareholders of the Company to be held at The Cincinnati Club Building, 30
Garfield Place, Cincinnati, Ohio 45202, on October 24, 2000, 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 three directors:
[ ] FOR all nominees listed [ ] WITHHOLD authority to
below (except as marked to vote for all nominees
the contrary below) listed below
Ruth C. Emden
Paul L. Silverglade
Ivan J. Silverman
(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.
