<PAGE>
<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[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))
ROCKY FORD FINANCIAL, INC.
- ----------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which
transaction applies:
________________________________________________________________
2. Aggregate number of securities to which transaction
applies:
________________________________________________________________
3. Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state
how it was determined):
________________________________________________________________
4. Proposed maximum aggregate value of transaction:
________________________________________________________________
5. Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1. Amount Previously Paid:
____________________________________________
2. Form, Schedule or Registration Statement No.:
____________________________________________
3. Filing Party:
____________________________________________
4. Date Filed:
____________________________________________<PAGE>
<PAGE>
December 29, 1998
Dear Stockholder:
We invite you to attend the Annual Meeting of Stockholders
of Rocky Ford Financial, Inc. to be held at the main office of
Rocky Ford Federal Savings and Loan Association, 801 Swink
Avenue, Rocky Ford, Colorado on Thursday, January 21, 1999 at
2:00 p.m., local time.
The accompanying notice and proxy statement describe the
formal business to be transacted at the Annual Meeting. Also
enclosed is an Annual Report to Stockholders for the 1998 fiscal
year. Directors and officers of the Company as well as
representatives of Grimsley, White & Company, the Company's
independent auditors for the 1998 fiscal year, will be available
to respond to any questions the stockholders may have.
You are cordially invited to attend the Annual Meeting.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND, WE URGE YOU TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE EVEN
IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL 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 meeting.
Sincerely,
/s/ Keith E. Waggoner
Keith E. Waggoner
President and Chief Executive Officer
<PAGE>
<PAGE>
________________________________________________________________
ROCKY FORD FINANCIAL, INC.
801 SWINK AVENUE
ROCKY FORD, COLORADO 81067-0032
(719) 254-7642
________________________________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on January 21, 1998
________________________________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders ("Annual Meeting") of Rocky Ford Financial, Inc.
(the "Company"), will be held at the main office of Rocky Ford
Federal Savings and Loan Association, 801 Swink Avenue, Rocky
Ford, Colorado at 2:00 p.m., local time, on Thursday, January
21, 1999.
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of three directors of the Company to a
three-year term; and
2. The transaction of such other matters as may
properly come before the Annual Meeting or any
adjournments thereof.
Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.
Any action may be taken on any one of the foregoing pro-
posals at the Annual Meeting on the date specified above or on
any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on December 4, 1998, are the stockholders
entitled to vote at the Annual Meeting and any adjournments
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 Card will not be
used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Francis E. Clute
FRANCIS E. CLUTE
SECRETARY
Rocky Ford, Colorado
December 29, 1998
________________________________________________________________
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE 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
ROCKY FORD FINANCIAL, INC.
801 SWINK AVENUE
ROCKY FORD, COLORADO 81067-0032
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1999
________________________________________________________________
________________________________________________________________
GENERAL
________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Rocky Ford
Financial, Inc. (the "Company") to be used at the 1999 Annual
Meeting of Stockholders of the Company (the "Annual Meeting")
which will be held at main office of Rocky Ford Federal Savings
and Loan Association, 801 Swink Avenue, Rocky Ford, Colorado on
Thursday, January 21, 1999, at 2:00 p.m., local time. The
accompanying Notice of Annual Meeting and form of proxy and this
Proxy Statement are being first mailed to stockholders on or
about December 29, 1998.
________________________________________________________________
VOTING AND REVOCABILITY OF PROXIES
________________________________________________________________
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 IN
FAVOR OF EACH OF THE PROPOSALS SET FORTH IN THIS PROXY STATEMENT
FOR CONSIDERATION AT THE ANNUAL MEETING. The proxy confers
discretionary authority on the persons named therein to vote
with respect to the election of any person as a director where
the nominee is unable to serve or for good cause will not serve,
and with respect to matters incident to the conduct of the
Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in
accordance with the determination of a majority of the Board of
Directors. 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.
Stockholders who execute proxies retain the right to
revoke them at any time. Unless so revoked, the shares
represented by properly executed proxies will be voted at the
Annual Meeting and all adjournments thereof. Proxies may be
revoked by written notice to the Secretary of the Company at the
address above or the filing of a later dated proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
A proxy will not be voted if a stockholder attends the Annual
Meeting and votes in person. The presence of a stockholder
alone at the Annual Meeting will not revoke such stockholder's
proxy.
________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
________________________________________________________________
The securities entitled to vote at the Annual Meeting
consist of the Company's common stock, par value $.01 per share
(the "Common Stock"). Stockholders of record as of the close of
business on December 4, 1998 (the "Record Date"), are entitled
to one vote for each share of Common Stock then held. As of the
Record Date, there were $408,350 shares of Common Stock issued
and outstanding.
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 amended (the "Exchange Act"). The following table sets
forth, as of the Record Date, certain information as to the
Common Stock beneficially owned
<PAGE>
by any person or group of persons who is known to the Company to
be the beneficial owner of more than 5% of the Company's Common
Stock and shares beneficially owned by all directors and
executive officers as a group. Other than as disclosed below,
management knows of no person who beneficially owned more than
5% of the Common Stock at the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF SHARES OF
NAME AND ADDRESS BENEFICIAL COMMON STOCK
OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
- -------------------- ------------ -----------
<S> <C> <C>
Rocky Ford Financial, Inc. 333,856 (2) 8.00%
Employee Stock Ownership Plan ("ESOP")
801 Swink Avenue
Rocky Ford, Colorado 81067-0032
All Directors and Executive Officers
as a Group (8 persons) 74,240 18.19%
<FN>
__________
(1) Includes all shares held directly as well as by spouses or as custodian
or trustee for minor children, and shares held by a group acting in
concert, over which shares the named individuals effectively exercise
sole voting and investment power, or for a group acting in concert, share
voting and investment power.
(2) These shares are held in a suspense account for future allocation among
participating employees as the loan used to purchase the shares is
repaid. The ESOP trustees, currently Directors Burrell, Clute and
Hancock, vote all allocated shares in accordance with instructions of the
participants. Unallocated shares and shares for which no instructions
have been received generally are voted by the ESOP trustees in the same
ratio as participants direct the voting of allocated shares or, in the
absence of such direction, as directed by the Company's Board of
Directors.
</FN>
</TABLE>
________________________________________________________________
PROPOSAL I -- ELECTION OF DIRECTORS
________________________________________________________________
The Company's Board of Directors is currently composed of
eight members. Under the Company's Certificate of
Incorporation, directors are divided into three classes and
elected for terms of three years each and until their successors
are elected and qualified. At the Annual Meeting, directors
will be elected for terms expiring at the Annual Meeting to be
held in the year 2002. The Board of Directors has nominated
Directors Wayne W. Whittaker, Francis E. Clute and William E.
Burrell, all to serve for an additional term of three years and
until his successor is elected and qualified. Under Delaware
law, directors are elected by a majority of the votes present in
person or represented by proxy at the Annual Meeting and
entitled to vote in the election of directors.
Unless contrary instruction is given, the persons named in
the proxies solicited by the Board of Directors will vote each
such proxy for the election of the named nominees. If any
nominee is unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board knows of no
reason why the nominees might be unavailable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
NOMINEES LISTED BELOW.
The following table sets forth, for the nominees and each
continuing director, his name, age as of the Record Date, the
year he first became a director of the Company's principal
subsidiary, Rocky Ford Federal Savings and Loan Association (the
"Association"), and the expiration of his current term as a
director of the Company. Except as noted below, all such
persons were initially appointed as directors of the Company in
connection with the incorporation and organization of the
Company in January 1997 and remained as such following the
conversion of the Association from mutual to stock form (the
"Conversion"). Each director of the Company is also a member of
the Board of Directors of the Association.
2<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
YEAR FIRST COMMON STOCK
AGE AS ELECTED AS CURRENT BENEFICIALLY
OF THE DIRECTOR OF TERM OWNED AT THE PERCENT
NAME RECORD DATE THE ASSOCIATION TO EXPIRE RECORD DATE(1) OF CLASS
---- ----------- --------------- --------- -------------- --------
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2002
<S> <C> <C> <C> <C> <C>
Wayne W. Whittaker 67 1981 1999 12,500 3.06%
Francis E. Clute 61 1987 1999 3,656 (2) .90%
William E. Burrell 71 1987 1999 12,500 (2) 3.06%
DIRECTORS CONTINUING IN OFFICE
Donald F. Gause 67 1972 2000 12,775 3.13%
Brian H. Hancock 53 1991 2000 800 (2) .20%
Keith E. Waggoner 52 1997 2000 10,773 2.64%
Norman L. Bailey 61 1992 2001 8,736 2.14%
R. Dean Jones 60 1989 2001 12,500 3.06%
<FN>
____________
(1) Includes all shares held directly as well as by spouses or as custodian
or trustee for minor children, and shares held by a group acting in
concert, over which shares the named individuals effectively exercise
sole voting and investment power, or for a group acting in concert, share
voting and investment power.
(2) Excludes shares with respect to which Directors Clute, Burrell and
Hancock may have "voting power" by virtue of their positions as trustees
of the trust holding 33,856 shares under the ESOP. Unallocated shares
and shares for which no instructions have been received generally are
voted by the ESOP trustees in the same ratio as participants direct the
voting of allocated shares or, in the absence of such direction, as
directed by the Company's Board of Directors.
</FN>
</TABLE>
The principal occupation of each nominee for director and
each continuing director of the Company for the last five years
is set forth below.
WAYNE W. WHITTAKER has served as a Director and Vice
President of the Association since 1981 and has been a self-
employed real estate and insurance agent since 1953. He also
serves as Corporate Secretary and Treasurer of Catlin Canal
Company, The Pisqah Reservoir and Ditch Company and Larkspur,
Inc. Mr. Whittaker's civic activities include being a block
solicitor for the Leukemia Society of America, Finance Chairman
for the local Shrine Circus, active membership in a local
Methodist church, committee member for the Sunshine District of
Methodist Church Building Committee, Chairman of the Finance
Committee of the Arkansas Valley Board of Realtors and
involvement with the Shrine Children's Clinic.
FRANCIS E. CLUTE has served as a Director and Treasurer of
the Association since 1987. He is the owner of Edco Metal
Works, a machine shop specializing in heating and air
conditioning. Mr. Clute's civic involvement includes membership
in the Rocky Ford Lion's Club, Elks Lodge and Chamber of
Commerce. He is also active with the Rocky Ford Zoning Board
and School District.
WILLIAM E. BURRELL is employed as an Advisor to Burrell
Seeds, Inc. and D.V. Burrell Seed Growers Company and is active
with the Salvation Army.
DONALD F. GAUSE currently serves as Chairman of the Board
of the Association. Mr. Gause was elected to the Board of
Directors in 1972 and served as President of the Association
from 1990 to May 1997. Following the
3<PAGE>
<PAGE>
Conversion, Mr. Gause became Chairman of the Board of Directors
of the Association. He is owner of Don's for Lad and Dad, Inc.,
a family owned and operated men's clothing store.
BRIAN H. HANCOCK has been a self-employed Real Estate and
Insurance broker since 1969. He is also a member of the Board
of Directors of the Rocky Ford Housing Authority Nava Manor
Complex.
KEITH E. WAGGONER currently serves as President and Chief
Executive Officer of the Company and the Association. Mr.
Waggoner became President of the Association in May 1997 and was
Executive Vice President of the Association from 1985 to May
1997. His past and current civic activities include being
President of the Lion's Club, member of the Otero Junior College
Advisory Board, President and member of the La Junta Catholic
Parish Counsel, President of the La Junta Catholic Parish
Finance Board and member of the Otero County Planning
Commission.
NORMAN L. BAILEY is currently serving as President of the
La Junta Golf Club and La Junta Capital in La Junta, Colorado.
R. DEAN JONES has been the owner of Jones Motors, Inc.
since 1986. His past and current community involvement include
being Chairman of the Board of the Colorado Auto Dealers
Association, President of La Junta Development, Inc., Trust
Director of the Colorado Auto Dealers Insurance Trust, member of
the Board of the Buick Dealer Council, member of the Board of
Pikes Peak Hill Climb, Inc. and Director of the National Auto
Dealer Association.
________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
________________________________________________________________
The Company's Board of Directors conducts its business
through meetings of the Board. The Board of Directors of the
Company generally holds regular monthly meetings and holds
Annual Meetings as needed. During the year ended September 30,
1998, the Board of Directors of the Company met 12 times. No
director attended fewer than 75% in the aggregate of the total
number of Board meetings of the Company held while he was a
member during the year ended September 30, 1998 and the total
number of meetings held by committees on which he served during
such fiscal year.
The Company's Board of Directors has standing
Compensation, Asset/Liability Management, Nominating and Loan
Review Committees. The Board of Directors' Audit Committee
consists of the entire Board of Directors. The Board, in its
capacity as the Audit Committee, met two times during the year
ended September 30, 1998 to examine and approve the audit report
prepared by the independent auditors of the Association, to
review and recommend the independent auditors to be engaged by
the Association, to review the internal audit function and
internal accounting controls, and to review and approve conflict
of interest and audit policies.
The Company's Nominating Committee consists of Directors
Whittaker, Burrell and Hancock and is responsible for
considering potential nominees to the Board of Directors.
During the year ended September 30, 1998, the committee met two
times. In its deliberations, the nominating committee considers
the candidate's knowledge of the banking business and
involvement in community, business and civic affairs, and also
considers whether the candidate would provide for adequate
representation of its market area.
The Board of Directors' Compensation Committee consists of
the full Board of Directors. The Compensation Committee
evaluates the compensation and benefits of the directors,
officers and employees, recommends changes, and monitors and
evaluates employee performance. All compensation decisions are
made by the full Board of Directors. The Compensation Committee
met one time during the fiscal year ended September 30, 1998.
4
<PAGE>
________________________________________________________________
DIRECTORS' COMPENSATION
________________________________________________________________
Directors' Fees. The Company's directors receive fees of
$400 per monthly meeting attended. This fee includes any
Executive, Compensation or Lending Committee meeting. No fees
are paid for serving on committees of the Board of Directors.
During fiscal year 1998, the Company's directors' fees totaled
$38,400.
Retirement Plan for Directors and Senior Officer. The
Association's Board of Directors adopted the Rocky Ford Federal
Savings and Loan Association Retirement Plan for Directors and
Senior Officer (the "Retirement Plan") effective November 13,
1996 (the "Effective Date"), for the Association's senior
officer as of the plan's effective date and its directors (i)
who are members of the Association's Board of Directors (the
"Board") at some time on or after the plan's effective date, and
(ii) who are not employees on the date of being both nominated
and elected (or re-elected) to the Board. Directors who become
participants will remain participants even if they later become
employees of the Association.
On the Effective Date, a Retirement Plan bookkeeping
account was established by the Association in the name of each
participant, and each participant who was a director on the
Effective Date had his account credited with an amount equal to
the product of (i) $1,840 ($2,723 for Director Gause), and (ii)
his full years of service as a director prior to the Effective
Date. On each September 30 following the Effective Date, each
participant who is a director (but not a senior officer) on such
date shall have his or her account credited with an amount equal
to the product of $1,840 ($2,723 for Director Gause) and the
safe performance factor. The safe performance factor is
determined based on the Association's actual performance as
compared to budgeted goals for return on average assets, non-
performing assets, and CAMEL rating, provided that the safe
performance factor may not exceed 1.2. Also on the Effective
Date, the Retirement Plan account of Mr. Waggoner, the senior
officer, was credited with an amount equal to $4,000 for each
full year of his service with the Association prior to such
date. On the September 30 occurring during each of the next
eleven years following the Effective Date, Mr. Waggoner's
account will be credited an additional amount equal to $20,669
times the safe performance factor, provided he is an employed by
the Association on such date. Amounts credited to accounts of
participants on the Effective Date became 50% vested on the
Effective Date, with the remainder vesting on March 31, 1997.
Amounts credited to participants' accounts after the Effective
Date will be fully vested at all times. Until distributed in
accordance with the terms of the Retirement Plan, each
participant's account will be credited with a rate of return on
any amounts previously credited. The rate of return will equal
the dividend-adjusted rate of return on the Company's common
stock.
In the event of Mr. Waggoner's disability or death, his
account will be credited with an amount equal to the difference
(if any) between (i) 50% of the present value of all benefits
which would have been credited to his account if he had
otherwise remained employed by the Association to age 62, and
(ii) the benefits which are actually credited to his account at
the time of his termination. If his employment terminates in
connection with or following a change in control, his account
will be credited with an amount equal to the difference (if any)
between (i) 100% of the present value of all benefits which
would have been credited to his account if he had otherwise
remained employed by the Association to age 62, and (ii) the
benefits which are actually credited to his account at the time
of his termination, subject to applicable "golden parachute"
limitations under Section 280G of the Internal Revenue Code. "Change
in control" is defined the same as under the Employment
Agreement described below.
Participants' accounts under the Retirement Plan will be
paid, in cash, in ten substantially equal annual installments,
beginning during the first quarter of the calendar year which
next follows the calendar year in which the participant ceases
to be a director or senior officer (whichever shall first
occur). Notwithstanding the foregoing, a participant may elect
to receive Retirement Plan benefits in a lump sum or over a
period shorter than ten years. In the event of a participants'
death, the balance of his Retirement Plan account will be paid
in a lump sum (unless the Participant elects a distribution
period up to ten years) to his designated beneficiary, or if
none, his estate.
Any benefits accrued under the Retirement Plan will be
paid from the Association's general assets. The Association has
established a trust in order to hold assets with which to pay
benefits. Trust assets will be subject to the
5<PAGE>
<PAGE>
claims of the Association's general creditors. In the event a
participant prevails over the Association in a legal dispute as
to the terms or interpretation of the Retirement Plan, he or she
will be reimbursed for his or her legal and other expenses.
During the fiscal year ended September 30, 1998, the
accounts for Mr. Gause, Mr. Waggoner and the remaining directors
under the Retirement Plan were credited $20,609, $2,723 and a
total of $34,432, respectively.
________________________________________________________________
EXECUTIVE COMPENSATION AND OTHER BENEFITS
________________________________________________________________
Summary Compensation Table. The following table sets
forth the cash and noncash compensation for the last two fiscal
years awarded to or earned by the Company's Chief Executive
Officer. No executive officer of the Company earned salary and
bonus in fiscal year 1998 exceeding $100,000 for services
rendered in all capacities to the Company and the Association.
<TABLE>
<CAPTION>
Annual Compensation
-------------------------------
Other Annual All Other
Name Year Salary Bonus Compensation(1) Compensation
- ---- ---- ----------------------------------------------
<S> <C> <C> <C> <C> <C>
Keith E. Waggoner(2) 1998 $45,000 $14,123 $ -- $ --
Chief Executive Officer 1997 43,586 17,937 -- --
1996 41,544 13,249 -- --
<FN>
____________
(1) Executive officers of the Company receive indirect compensation in the
form of certain perquisites and other personal benefits. The amount of
such benefits received by the named executive officers in fiscal 1998 did
not exceed 10% of each of the executive officer's respective salary and
bonus.
(2) Mr. Waggoner became Chief Executive Officer of the Company in January
1997 and of the Association in May 1997. Prior to May 1997 Mr. Waggoner
served as Executive Vice President of the Association and performed the
duties commensurate with the title of Chief Executive Officer.
</FN>
</TABLE>
Employment Agreements. The Company and the Association
entered into employment agreements (the "Employment Agreements")
under which Keith E. Waggoner (the "Employee") would serve as
President of the Association and President of the Company. In
such capacities, the Employee is responsible for overseeing all
operations of the Association and the Company, and for
implementing the policies adopted by the Boards of Directors.
Such Boards believe that the Employment Agreements assure fair
treatment of the Employee in his career with the Company and the
Association by assuring him of some financial security.
The Employment Agreements became effective upon their
execution and provide for a term of three years, with an annual
base salary equal to the Employee's existing base salary rate in
effect on the effective date. On each anniversary date of the
commencement of the Employment Agreements, the term of the
Employee's employment may be extended for an additional one-year
period beyond the then effective expiration date, upon a
determination by the Board of Directors that the performance of
the Employee has met the required performance standards and that
such Employment Agreements should be extended. The Employment
Agreements provide the Employee with a salary review by the
Board of Directors not less often than annually, as well as with
inclusion in any discretionary bonus plans, retirement and
medical plans, customary fringe benefits, vacation and sick
leave. The Employment Agreements shall terminate upon the
Employee's death, may terminate upon the Employee's disability
and are terminable by the Association for "just cause" (as
defined in the Employment Agreements). In the event of
termination for just cause, no severance benefits are available.
If the Company or the Association terminates the Employee
without just cause, the Employee will be entitled to a
continuation of his salary and benefits from the date of
termination through the remaining term of the Employment
Agreements plus an additional 12 month's salary and, at the
Employee's election, either
6<PAGE>
<PAGE>
continued participation in benefit plans which the Employee
would have been eligible to participate in through the
Employment Agreements' expiration date or the cash equivalent
thereof. If the Employment Agreements are terminated due to the
Employee's "disability" (as defined in the Employment
Agreements), the Employee will be entitled to a continuation of
his salary and benefits through the date of such termination,
including any period prior to the establishment of the
Employee's disability. In the event of the Employee's death
during the term of the Employment Agreements, his estate will be
entitled to receive his salary through the last day of the
calendar month in which the Employee's death occurred. The
Employee is able to voluntarily terminate his Employment
Agreements by providing 90 days' written notice to the Boards of
Directors of the Association and the Company, in which case the
Employee is entitled to receive only his compensation, vested
rights, and benefits up to the date of termination.
In the event of (i) the Employee's involuntary termination
of employment other than for "just cause" during the period
beginning six months before a change in control and ending on
the later of the second anniversary of the change in control or
the expiration date of the Employment Agreements (the "Protected
Period"), (ii) the Employee's voluntary termination within 90
days of the occurrence of certain specified events occurring
during the Protected Period which have not been consented to by
the Employee, or (iii) the Employee's voluntary termination of
employment for any reason within the 30-day period beginning on
the date of the change in control, the Employee will be paid
within 10 days of such termination (or the date of the change in
control, whichever is later) an amount equal to the difference
between (i) 2.99 times his "base amount," as defined in Section
280G(b)(3) of the Internal Revenue Code, and (ii) the sum of any
other parachute payments, as defined under Section 280G(b)(2) of
the Internal Revenue Code, that the Employee receives on account
of the change in control. A "change in control" is deemed to
occur where (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
Association before such transaction cease to constitute a
majority of the Board of Directors of the Association or any
successor to the Association; (ii) the Association transfers
substantially all of its assets to another corporation which is
not an affiliate of the Association; (iii) the Association
sells substantially all of the assets of an affiliate which
accounted for 50% or more of the controlled group's assets
immediately prior to such sale; (iv) any "person" including a
"group" is or becomes the "beneficial owner", directly or
indirectly, of securities of the Association representing
twenty-five percent (25%) or more of the combined voting power
of the Association's outstanding securities (with the terms in
quotation marks having the meaning set forth under the federal
securities laws); or (v) the Association 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 Association. The Employment Agreement with the
Association provides that within 10 business days of a change in
control, the Association shall fund, or cause to be funded, a
trust in the amount of 2.99 times the Employee's base amount,
that will be used to pay the Employee amounts owed to him. The
aggregate payment that would be made to Mr. Waggoner assuming
his termination of employment under the foregoing circumstances
at September 30, 1998 would have been approximately $176,777.
These provisions may have an anti-takeover effect by making it
more expensive for a potential acquiror to obtain control of the
Company. In the event that the Employee prevails over the
Company and the Association, or obtains a written settlement, in
a legal dispute as to the Employment Agreement, he will be
reimbursed for his legal and other expenses.
<PAGE>
________________________________________________________________
TRANSACTIONS WITH MANAGEMENT
________________________________________________________________
The Association offers loans to its directors and
officers. These loans currently are made in the ordinary course
of business with the same collateral, interest rates and
underwriting criteria as those of comparable transactions
prevailing at the time and to not involve more than the normal
risk of collectibility or present other unfavorable features.
Under current law, the Association's loans to directors and
executive officers are required to be made on substantially the
same terms, including interest rates, as those prevailing for
comparable transactions and must not involve more than the
normal risk of repayment or present other unfavorable features.
Furthermore, all loans to such persons must be approved in
advance by a disinterested majority of the Board of Directors.
None of these loans had favorable terms. At September 30, 1998,
the Association's loans to directors and executive officers
totaled $302,813, or 4.5% of the Company's stockholders' equity,
at that date.
7
<PAGE>
<PAGE>
________________________________________________________________
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
________________________________________________________________
Pursuant to regulations promulgated under the Exchange
Act, the Company's officers, directors and persons who own more
than ten percent of the outstanding Common Stock are required to
file reports detailing their ownership and changes of ownership
in such Common Stock, and to furnish the Company with copies of
all such reports. Based solely on the Company's review of such
reports which the Company received during the last fiscal year,
or written representations from such persons that no annual
report of change in beneficial ownership was required, the
Company believes that, during the last fiscal year, all persons
subject to such reporting requirements have complied with the
reporting requirements.
________________________________________________________________
OTHER MATTERS
________________________________________________________________
The Board of Directors is not aware of any business to
come before the Annual Meeting other than those matters
described above in this Proxy Statement and matters incident to
the conduct of the Annual Meeting. However, if any other
matters should properly come before the Annual 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.
________________________________________________________________
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
________________________________________________________________
Grimsley, White & Company, which were the Company's
independent auditors for the 1998 fiscal year, have been
retained by the Board of Directors to be the Company's auditors
for the 1999 fiscal year. A representative of Grimsley, White &
Company is expected to be present at the Annual Meeting to
respond to appropriate stockholders' questions and will have the
opportunity to make a statement if he so desires.
________________________________________________________________
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.
The Company's 1998 Annual Report to Stockholders, including
financial statements, accompanies this Proxy Statement, which
has been mailed to all stockholders of record as of the close of
business on the Record Date. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by
writing to the Secretary of the Company. Such Annual Report is
not to be treated as a part of the proxy solicitation material
or as having been incorporated herein by reference.
________________________________________________________________
STOCKHOLDER PROPOSALS
________________________________________________________________
In order to be eligible for inclusion in the Company's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Company's executive office at 801 Swink Avenue,
Rocky Ford, Colorado 81067-0032 no later than August 27, 1999.
Any such proposals shall be subject to the requirements of the
proxy rules adopted under the Exchange Act.
Stockholder proposals to be considered at the Annual
Meeting, other than those submitted pursuant to the Exchange
Act, must be stated in writing, delivered or mailed to the
Secretary of the Company, not less than thirty days nor more
than sixty days prior to the date of the Annual Meeting. If
less than forty days' notice of the meeting is given to
stockholders, such notice shall be delivered or mailed to the
Secretary not later than the close of business on the tenth day
following the day on which notice of the meeting was mailed to
stockholders.
8<PAGE>
<PAGE>
________________________________________________________________
FORM 10-KSB
________________________________________________________________
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED
SEPTEMBER 30, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS
OF THE RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, ROCKY
FORD FINANCIAL, INC., 801 SWINK AVENUE, ROCKY FORD, COLORADO
81067-0032.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Francis E. Clute
Francis E. Clute
Secretary
Rocky Ford, Colorado
December 29, 1998
9<PAGE>
<PAGE>
REVOCABLE PROXY
ROCKY FORD FINANCIAL, INC.
______________________________
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1999
______________________________
The undersigned hereby appoints Donald F. Gause, Brian H.
Hancock and Keith E. Waggoner with full powers of substitution
to act, as attorneys and proxies for the undersigned, to vote
all shares of Common Stock of Rocky Ford Financial, Inc. which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Annual Meeting"), to be held at the main
office of Rocky Ford Federal Savings and Loan Association, 801
Swink Avenue, Rocky Ford, Colorado on Thursday, January 21,
1999 at 2:00 p.m., local time, and at any and all adjournments
thereof, as indicated below and in accordance with the
determination of a majority of the Board of Directors with
respect to other matters which come before the Annual Meeting.
VOTE
FOR WITHHELD
--- --------
1. The election as directors of all
the nominees listed below (except [ ] [ ]
as marked to the contrary below).
Wayne W. Whittaker
Francis E. Clute
William E. Burrell
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY
INDIVIDUAL NOMINEE, INSERT THAT NOMINEE'S NAME ON
THE LINE PROVIDED BELOW.
_______________________________
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ABOVE
LISTED PROPOSITION.
________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ABOVE LISTED
PROPOSITION. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE BOARD
OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE HOLDERS
THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSONS AS
DIRECTORS WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD
CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
ANNUAL MEETING.
________________________________________________________________
<PAGE>
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after notifica-
tion to the Secretary of the Company at the Annual Meeting of
the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned hereby
revokes any and all proxies heretofore given with respect to the
shares of Common Stock held of record by the undersigned.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of Annual Meeting,
the Company's Proxy Statement for the Annual Meeting, dated
December 29, 1998, and an Annual Report to Stockholders for the
1998 fiscal year.
Dated: _____________, 199__
__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.
________________________________________________________________
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
________________________________________________________________
