<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
[ ] 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 Rule 14a-11(c) or Rule 14a-12
UNIFIED FINANCIAL SERVICES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
<PAGE>
[LOGO] UNIFIED FINANCIAL SERVICES
April 26, 2000
Dear Fellow Stockholders:
Our Annual Meeting of Stockholders will be held at the Omni
Netherland Plaza, Hall of Mirrors, Third Floor, 35 West 5th Street,
Cincinnati, Ohio, at 10:00 a.m., local time, on Wednesday, May 17, 2000.
The Notice of Annual Meeting of Stockholders, Proxy Statement and proxy
that accompany this letter outline fully matters on which action is
expected to be taken at our annual meeting.
We cordially invite you to attend our annual meeting. Even if you
plan to be present at the meeting, you are requested to date, sign and
return the enclosed proxy in the envelope provided so that your shares
will be represented. The mailing of an executed proxy will not affect
your right to vote in person should you later decide to attend our
annual meeting.
Sincerely,
/s/ Timothy L. Ashburn
Timothy L. Ashburn
Chairman and Chief Executive Officer
<PAGE>
<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204-1873
(800) 862-7283
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MAY 17, 2000
To the Stockholders of
Unified Financial Services, Inc.:
The Annual Meeting of Stockholders of Unified Financial Services,
Inc., a Delaware corporation, will be held at the Omni Netherland Plaza,
Hall of Mirrors, Third Floor, 35 West 5th Street, Cincinnati, Ohio, on
Wednesday, May 17, 2000 at 10:00 a.m., local time, for the following
purposes:
1. To elect three (3) Class III directors to hold office for a
term of three years or until their successors shall have
been duly elected and qualified;
2. To ratify the appointment of Larry E. Nunn & Associates,
L.L.C. as our independent auditors for the year ending
December 31, 2000; and
3. To consider and act upon such other business as may properly
come before the meeting and any adjournment or postponement
thereof.
Our board of directors has fixed the close of business on March
31, 2000 as the record date for the determination of stockholders
entitled to receive notice of and to vote at the meeting and any
adjournment or postponement thereof.
By Order of the Board of Directors,
David F. Morris, Secretary
April 26, 2000
Indianapolis, Indiana
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE
NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
[LOGO] UNIFIED FINANCIAL SERVICES
UNIFIED FINANCIAL SERVICES, INC.
431 NORTH PENNSYLVANIA STREET
INDIANAPOLIS, INDIANA 46204-1873
(800) 862-7283
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON WEDNESDAY, MAY 17, 2000
APPROXIMATE DATE OF MAILING: APRIL 26, 2000
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of proxies by the board of directors of Unified Financial
Services, Inc., a Delaware corporation, for use at our 2000 annual
meeting of stockholders to be held on Wednesday, May 17, 2000 at 10:00
a.m., local time, at the Omni Netherland Plaza, Hall of Mirrors, Third
Floor, 35 West 5th Street, Cincinnati, Ohio, and any adjournment or
postponement thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
All proxies will be voted in accordance with the instructions
contained in the proxy. If no choice is specified, proxies will be
voted in favor of the election of the nominees for director proposed by
our board of directors in Proposal I and in favor of the ratification of
the appointment of Larry E. Nunn & Associates, L.L.C. as our independent
auditors for the year ending December 31, 2000, as recommended by our
board of directors. A stockholder who executes a proxy may revoke it at
any time before it is exercised by delivering to us another proxy
bearing a later date, by submitting written notice of such revocation to
our corporate secretary or by personally appearing at our annual meeting
and casting a contrary vote.
This proxy statement, the notice of annual meeting and the
accompanying proxy were first mailed to the holders of our common stock
on or about April 26, 2000. We will bear the entire expense of
soliciting proxies. Proxies will be solicited by mail initially. Our
directors, executive officers and employees also may solicit proxies
personally or by telephone or other means, but such persons will not be
specially compensated for such services. Certain holders of record,
such as brokers, custodians and nominees, may be requested to distribute
proxy materials to beneficial owners and will be reimbursed by us for
their reasonable expenses incurred in sending proxy materials to
beneficial owners.
A plurality of the votes cast is required for the election of
directors. Under the Delaware General Corporation Law, an abstaining
vote is not deemed to be a "vote cast." As a result, abstentions and
broker "non-votes" are not included in the tabulation of the voting
results on the election of directors and, therefore, do not have the
effect of votes in opposition. The ratification of the appointment of
Larry E. Nunn & Associates, L.L.C. as our independent auditors requires
the affirmative vote of a majority of the votes cast on such proposal at
the meeting. Abstentions on such matter will be counted, but broker
"non-votes" will not be counted, for the purpose of determining the
number of shares represented at the meeting
- 1 -
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<PAGE>
for purposes of determining whether a quorum of shares is present at the
meeting. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote a particular proposal because the nominee
does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only stockholders of record at the close of business on March 31,
2000 are entitled to notice of, and to vote at, our annual meeting. On
such date, there were 2,869,862 shares of our common stock outstanding.
Each share of our common stock is entitled to one vote on each such
matter. Holders of our common stock do not have the right to cumulate
votes in the election of directors.
To our knowledge, and except as set forth under "Security
Ownership of Certain Beneficial Owners and Management," no person
beneficially owned more than 5% of our common stock outstanding on March
31, 2000.
PROPOSAL I: ELECTION OF DIRECTORS
In accordance with our by-laws, the board of directors has fixed
the number of directors at seven, divided into three classes, with the
terms of office of each class ending in successive years. The board of
directors has nominated Weaver H. Gaines, Jack R. Orben and John S. Penn
for election as Class III directors to hold office until the 2003 annual
meeting of stockholders, until their respective successors are elected
and qualified, or until their earlier death, resignation or removal.
There is no cumulative voting in the election of directors. A vacancy
currently exists with respect to a Class II board seat. The board has
not nominated any individual for election to fill this vacancy at the
annual meeting.
The persons named as proxies on the accompanying proxy intend to
vote all duly executed proxies received by the board of directors for
the election of Weaver H. Gaines, Jack R. Orben and John S. Penn as
Class III directors, except as otherwise directed by the stockholder on
the proxy. Messrs. Gaines, Orben and Penn currently are directors. If
for any reason Messrs. Gaines, Orben or Penn become unavailable for
election, which is not now anticipated, the persons named in the
accompanying proxy will vote for such substitute nominee as is
designated by the board of directors. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" THE ELECTION OF WEAVER H. GAINES, JACK R. ORBEN AND JOHN S.
PENN AS CLASS III DIRECTORS.
The name, age, principal occupation or position, term of office
and other directorships with respect to Messrs. Gaines, Orben and Penn
and the other directors whose terms of office will continue after our
annual meeting are set forth below.
CLASS III NOMINEES TO BE ELECTED FOR A TERM OF
THREE YEARS EXPIRING IN 2003
WEAVER H. GAINES, 56, has served as a director from 1990 to 1992
and 1993 to present. Since 1993, Mr. Gaines has been a director and the
chairman and chief executive officer for Ixion Biotechnology, Inc.,
founding and managing the development-stage biotechnology company. From
1985 until 1992, Mr. Gaines held various executive positions at the
Mutual Life Insurance Company of New York, including executive vice
president and general counsel, and was a member of its executive
committee and was responsible for management of its investment services
subsidiaries. Mr. Gaines is a director of each of Voyetra Turtle Beach,
Inc., First ING Life Insurance Company of New York, AquaGene, Inc. and
Bio-Florida, Florida's biotechnology trade association.
- 2 -
<PAGE>
<PAGE>
JACK R. ORBEN, 61, has served as a director since 1989. Mr. Orben
was the chairman and an executive officer of our subsidiary, Fiduciary
Counsel, Inc., from 1979 through August 1998 and has been a director and
the chairman, chief executive officer and treasurer of Fiduciary Counsel
from August 1998 through the present. Mr. Orben also serves as a
director and the chairman, chief executive officer and treasurer of our
subsidiary, EMCO Estate Management Company, Inc. For various periods
during the past five years, Mr. Orben has served as the chairman, chief
executive officer and treasurer of each of Venvestech Corp., Seward,
Groves, Richards & Wells, Starwood Corporation, Fiduciary Alliance Inc.,
NUSTAR Inc., Intellectronic Management Systems Inc., Economic Analysts
Inc., EMCO Nominees Inc. and Ra X Productions Inc.
JOHN S. PENN, 48, has served as a director since September 1999.
Mr. Penn also has served as our chief operating officer since July 1999
and our president since April 2000. Mr. Penn served as an executive
vice president of our company from July 1999 to April 2000. Mr. Penn
served as a director and executive vice president of Area Bancshares
Corporation, a bank holding company located in Owensboro, Kentucky from
September 1997 to July 1999. Prior thereto, Mr. Penn served as the
president, chief executive officer and a director of Cardinal
Bancshares, Inc., a bank holding company located in Lexington, Kentucky.
CLASS I - TO CONTINUE IN OFFICE UNTIL 2001
TIMOTHY L. ASHBURN, 48, has served as our chairman of the board
since 1989 and as chief executive officer from 1989 to 1992 and 1994 to
present. Mr. Ashburn also served as our president from November 1997 to
April 2000. Mr. Ashburn was employed by Vine Street Trust Company,
Lexington, Kentucky, a wholly owned subsidiary of Cardinal Bancshares, a
Kentucky bank holding company, for the two-year period from April 1992
through March 1994.
DR. GREGORY W. KASTEN, 45, has served as a director since 1997.
Dr. Kasten has served as president and chief executive officer of Health
Financial and First Lexington Trust Company, each a subsidiary of our
company, since 1986 and 1994, respectively. Dr. Kasten also is a
director of each of Health Financial and First Lexington Trust Company.
CLASS II - TO CONTINUE IN OFFICE UNTIL 2002
THOMAS G. NAPURANO, 58, a certified public accountant and a
certified management accountant, has served as a director and the chief
financial officer and an executive vice president of our company since
1989.
BOARD OF DIRECTORS AND COMMITTEES
During the year ended December 31, 1999, the board of directors
met four times, including both regularly scheduled and special meetings.
During such year, all of the incumbent directors attended at least 75%
of all meetings held by the board of directors and all committees on
which they serve.
The standing committees of the board of directors are the executive
committee and the audit, nominating and compensation committee.
The members of the executive committee are Messrs. Timothy L.
Ashburn and Thomas G. Napurano. The executive committee may exercise
all powers of the board of directors that may lawfully be delegated when
the board of directors is not in session. The executive committee was
organized in March
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<PAGE>
<PAGE>
1999, but did not meet during 1999. The executive committee did take
action by unanimous written consent on six occasions during 1999.
The members of the audit, nominating and compensation committee
are Messrs. Weaver H. Gaines and Jack R. Orben. The audit, nominating
and compensation committee (i) meets with our independent auditors,
management and our chief financial officer periodically to review the
work of each and to ensure that each is properly discharging its
responsibilities, (ii) proposes nominees for election to the board of
directors, (iii) reviews and approves the salaries of our executive
officers and certain selected other senior officers of our company and
our subsidiaries and authorizes all other forms of executive
compensation and (iv) administers our executive incentive plans. The
committee will consider written recommendations of stockholders with
regards to potential nominees to the board of directors. Stockholder
recommendations must contain certain information regarding the potential
nominee and comply with certain requirements for presentation as set
forth in our by-laws. The audit, nominating and compensation committee
was organized in March 1999 and met three times during the year ended
December 31, 1999.
Directors who are not otherwise employed by us are paid $1,500 for
each board meeting attended. Directors are not compensated for
attending meetings of standing committees of the board of directors.
Directors also receive reimbursements for reasonable expenses related to
attendance at such meetings and an annual option grant to acquire 500
shares of our common stock, which option is granted on the first
business day following our annual meeting of stockholders at an exercise
price equal to the fair market value of our common stock on such date.
- 4 -
<PAGE>
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Kasten, a director and the president of each of Health
Financial and First Lexington Trust Company, also is a 25% member in
Cygnus, LLC, a Kentucky limited liability company that owns an office
building in which various of our subsidiaries lease space. During 1998
and 1999, Cygnus, LLC received payments of approximately $116,900 and
$170,100, respectively, from us and our subsidiaries with respect to
such leases.
Mr. Orben, a director, is the chairman, chief executive officer
and treasurer of both Fiduciary Counsel, an investment management
company, and EMCO Estate Management Company, a wealth management firm.
All of the outstanding capital stock of Fiduciary Counsel was acquired
by us on August 21, 1998. On August 21, 1998, we also acquired certain
of the assets and certain of the liabilities of The Patty Corporation
(f/k/a EMCO Estate Management Company, Inc.). We issued a total of
47,110 shares of our common stock and paid $800,835 in cash in
connection with these transactions. Such shares were held by Associated
Family Services, Inc., of which Mr. Orben was a director and officer.
Mr. Orben also was a 50% stockholder of Intellectronic Management
Systems, Inc., which was a 66 2/3% stockholder of Associated Family
Services, Inc. On June 8, 1999 we repurchased such 47,110 shares of our
common stock from Associated Family Services, Inc. in exchange for the
release of Associated Family Services and its stockholders from certain
indemnification obligations and the payment of $873,000.
Mr. Orben also is the sole shareholder and chief executive officer
of Fiduciary Alliance, Inc., a Delaware corporation that provides
economic forecasting and investment research services to certain of our
subsidiaries. During 1998 and 1999, Fiduciary Alliance received
payments of approximately $61,104 and $48,500, respectively, from us and
our subsidiaries.
Mr. J. Robert Owens, a holder of more than 5% of our common stock,
is a director and the president of Equity Underwriting Group and a
director and vice president of Commonwealth Premium Finance Corporation.
All of the outstanding capital stock of Equity Underwriting Group and
Commonwealth Premium Finance Corporation was acquired by us on December
17, 1998. Mr. Owens was a shareholder of each of Equity Underwriting
Group and Commonwealth Premium Finance Corporation and received 185,195
and 9,984 shares, respectively, of our common stock pursuant to such
acquisitions.
Kenneth D. Trumpfheller, a holder of more than 5% of our common
stock, is a director, the president and the secretary of AmeriPrime
Financial Services. All of the outstanding capital stock of AmeriPrime
Financial Services was acquired by us on December 31, 1998. Mr.
Trumpfheller was the sole shareholder of AmeriPrime Financial Services
and received 410,000 shares of our common stock pursuant to such
acquisition.
Weaver H. Gaines, a director, is a director and the chairman and
chief executive officer of Ixion Biotechnology, Inc., a development-
stage biotechnology company. Unified Management Corporation acts as a
broker for an offering of Ixion common stock in the State of Florida.
Fees have been paid to us for such services. Such fees cannot exceed
$80,000 in the aggregate.
Certain of our officers and directors are customers of Unified
Banking Company. All such customer transactions were made in the
ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more
than normal risk of collectibility or present other unfavorable or
unusual features.
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<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation of our chief
executive officer and our four other most highly compensated executive
officers in 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION --------------------------
----------------------------------------- RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)<F1> AWARDS($) OPTIONS/SARS(#) COMPENSATION($)
- --------------------------- ---- --------- -------- ------------------- ---------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy L. Ashburn 1999 206,869 -- -- -- 500 8,654<F2>
Chairman and Chief 1998 176,969 50,000 -- -- 500 5,105
Executive Officer 1997 122,885 13,941 -- -- 63,656 3,610
Dr. Gregory W. Kasten<F3> 1999 558,654 60,000 -- -- 500 11,932<F4>
President and Chief 1998 510,000 60,000 -- -- 500 4,615
Executive Officer of Health 1997 250,000 12,000 -- -- -- 5,341
Financial and First Lexington
Jack R. Orben<F5> 1999 250,501 118,222 -- -- 500 5,472<F6>
Chairman, Chief Executive 1998 59,019 90,000 -- -- 500 157
Officer and Treasurer of 1997 -- -- -- -- -- --
Fiduciary and EMCO
Thomas G. Napurano 1999 173,675 -- -- -- 500 10,115<F7>
Executive Vice President and 1998 123,638 28,747 -- -- 2,000 5,517
Chief Financial Officer 1997 92,077 13,786 -- -- 62,949 3,247
Peter H. Foley<F8> 1999 194,712 30,000 -- -- 25,000 3,062<F9>
Executive Vice President 1998 -- -- -- -- -- --
1997 -- -- -- -- -- --
<FN>
- ----------
<F1> The named executive officers received certain perquisites in 1999,
1998 and 1997, the amount of which did not exceed the lesser of
$50,000 or 10% of any such officer's salary or bonus.
<F2> Includes the following: $5,009 in matching contributions to our
Section 401(k) Plan; $3,522 with respect to a car allowance; and
$123 for premiums paid by us on a term life insurance policy for
the benefit of Mr. Ashburn.
<F3> Dr. Kasten has been employed by us since our acquisition of Health
Financial on June 1, 1997. Prior thereto, Dr. Kasten was not
employed by us.
<F4> Includes the following: $5,009 in matching contributions to our
Section 401(k) Plan; and $6,923 paid by us for accrued personal
leave in 1999.
<F5> Mr. Orben has been employed by us since our acquisition of
Fiduciary Counsel on August 21, 1998. Prior thereto, Mr. Orben
was solely a director.
<F6> Includes the following: $5,000 in matching contributions to our
Section 401(k) plan; and $472 for premiums paid by us on a term
life insurance policy for the benefit of Mr. Orben.
<F7> Includes the following: $4,800 in matching contributions to our
Section 401(k) Plan; $5,192 paid by us for accrued personal leave
in 1999; and $123 for premiums paid by us on a term life insurance
policy for the benefit of Mr. Napurano.
<F8> Mr. Foley joined our company on February 15, 1999. Mr. Foley
resigned to become a consultant of our company on March 15, 2000.
<F9> Includes the following: $3,000 in matching contributions to our
Section 401(k) Plan; and $62 for premiums paid by us on a term
life insurance policy for the benefit of Mr. Foley.
</TABLE>
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning stock option
grants made in 1999 to the individuals named in the Summary Compensation
Table. No stock appreciation rights were granted to the named
individuals in 1999.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------------------
PERCENT OF TOTAL
NUMBER OF SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE
---- -------------------- ---------------- ----------- -----------------
<S> <C> <C> <C> <C>
Timothy L. Ashburn 500 0.7% $40.00 September 1, 2009
Thomas G. Napurano 500 0.7 40.00 September 1, 2009
Gregory W. Kasten 500 0.7 44.00 September 1, 2004
Jack R. Orben 500 0.7 40.00 September 1, 2009
Peter H. Foley 15,000 21.3 40.00 May 26, 2009
10,000 14.2 40.00 November 16, 2009
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND YEAR-END
OPTION/SAR VALUES
The following table presents certain information concerning
unexercised stock options held by the individuals named in the Summary
Compensation Table at December 31, 1999. No options were exercised
during fiscal year 1999 by such individuals.
<TABLE>
<CAPTION>
SHARES FOR WHICH VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD AT IN-THE-MONEY OPTIONS/SARS
DECEMBER 31, 1999 (#) AT FY-END ($)
-------------------------------- -----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Timothy L. Ashburn 1,000 - $ 6,250 $ -
Thomas G. Napurano 2,500 - 28,750 -
Gregory W. Kasten 1,000 - 4,875 -
Jack R. Orben 1,000 - 6,250 -
Peter H. Foley 25,000 - - -
<FN>
- ---------
<F1> Based on the fair market value of our common stock on December 31,
1999 of approximately $40.00 per share.
</TABLE>
EMPLOYMENT AGREEMENTS AND OTHER COMPENSATORY ARRANGEMENTS
Dr. Gregory W. Kasten has an employment agreement with us. The
initial term of such agreement was a two-year period beginning on June
1, 1997, the effective date of the agreement. Commencing on the first
anniversary of the effective date, and continuing at each anniversary
date thereafter, the agreement will automatically renew for an
additional year unless prior written notice is provided to Dr. Kasten.
During the initial two-year term of the Kasten Agreement, Dr. Kasten was
paid an annual base salary of $500,000. In addition, during the term of
the agreement, Dr. Kasten is eligible to be awarded an incentive bonus
on a basis commensurate with those provided to other peer executive
officers.
If we terminate Dr. Kasten's employment agreement during the term
of his employment without "cause" (generally, willful failure to perform
duties, willful misconduct injurious to us or a material breach of the
agreement), or if Dr. Kasten terminates his employment with "good
reason" (generally, the assignment of duties inconsistent with his
position, a material diminution in authority or responsibilities, a
reduction in any benefit specified in his employment agreement, or any
material breach of the agreement by us), we will be required to pay
annual noncompete payments to Dr. Kasten in an amount equal to $499,200
for a period of three years following the termination of Dr. Kasten's
employment.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the amount of
our common stock beneficially owned, as of March 31, 2000, by each of
our directors, each nominee for election as a director, the executive
officers named in the Summary Compensation Table, any person who is
known by us to own beneficially more than 5% of our common stock and all
our directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF OUTSTANDING
NAME AND ADDRESS<F1> BENEFICIALLY OWNED COMMON STOCK
-------------------- ------------------ ----------------------
<S> <C> <C>
Timothy L. Ashburn 200,256 <F2><F3><F4> 7.0%
Jack R. Orben 99,730 <F3> 3.5
Weaver H. Gaines 33,850 <F3> 1.2
Dr. Gregory W. Kasten 402,742 <F2><F3><F5> 14.0
Thomas G. Napurano 95,691 <F2><F3> 3.3
John S. Penn 15,501 <F3> 0.5
Peter H. Foley 25,000 <F6> 0.9
Kenneth D. Trumpfheller 410,000 14.3
J. Robert Owens 195,679 <F7> 6.8
Directors and executive officers
as a group (9 persons) 1,035,733 <F2><F3><F4> 35.7
<F5>
<FN>
- ----------
<F1> Except as otherwise indicated, each individual has sole voting and
investment power over the shares listed beside his name. The
percentage calculations for beneficial ownership are based upon
2,869,862 shares of our common stock that were issued and
outstanding as of March 31, 2000. The address for each person is
431 North Pennsylvania Street, Indianapolis, Indiana 46204-1873.
<F2> Includes 4,681, 363, 5,402 and 13,192 shares of our common stock
beneficially owned by Mr. Ashburn, Dr. Kasten and Mr. Napurano and
all directors and executive officers as a group, respectively, and
held by our profit sharing plan. No person has voting power over
such shares except Mr. Ashburn, who directs the vote of the plan's
trustee. Each of Mr. Ashburn, Dr. Kasten and Mr. Napurano, and
all directors and executive officers as a group, may be deemed to
be the beneficial owner(s) of the shares held by the profit
sharing plan because such holder(s) retain sole investment power
over such shares.
<F3> Includes 1,000, 1,000, 1,000, 1,000, 2,500, 15,500 and 27,325
shares of our common stock that may be acquired by Messrs.
Ashburn, Orben, Gaines, Kasten, Napurano and Penn and all
directors and executive officers as a group, respectively, upon
exercise of stock options granted by us pursuant to our 1998 Stock
Incentive Plan.
<F4> Includes 50,000 shares of our common stock of which Mr. Ashburn
may be deemed to be the beneficial owner based upon his right to
direct the plan trustee in voting all shares held subject to the
profit sharing plan. Mr. Ashburn disclaims beneficial ownership
of all shares held subject to the profit sharing plan except 4,681
shares. Also includes 26,325 shares of our common stock that
Mr. Ashburn has the right to vote pursuant to that certain Irrevocable
Proxy dated February 1, 2000, which irrevocable proxy was granted
in connection with a promissory note issued in favor of Mr. Ashburn.
Mr. Ashburn does not have the power to dispose of such shares except
upon default of the promissory note.
<F5> Includes 869 shares of our common stock owned by Dr. Kasten's
spouse, of which Dr. Kasten disclaims beneficial ownership.
<F6> Consists of 25,000 shares of our common stock that may be acquired
upon exercise of stock options granted by us pursuant to our 1998
Stock Incentive Plan.
<F7> Includes 1,000 shares of our common stock that may be acquired
upon exercise of stock options granted by us pursuant to our 1998
Stock Incentive Plan.
</TABLE>
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that our executive officers and directors, and persons who own
more than ten percent of our outstanding stock, file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. To our knowledge, based solely on our review of such
reports furnished to us and written representations that no other
reports were required to be filed, all Section 16(a) filing requirements
applicable to our officers, directors and greater than ten percent
beneficial owners were complied with during the year ended December 31,
1999, except that Jack R. Orben filed one late Form 4 report.
PROPOSAL II.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Our board of directors, upon the recommendation of the audit,
nominating and compensation committee of the board, has appointed Larry
E. Nunn & Associates, L.L.C. as our independent auditors for the year
ending December 31, 2000. A resolution will be presented at the meeting
to ratify the appointment of Larry E. Nunn & Associates, L.L.C.
Larry E. Nunn & Associates, L.L.C. served as our independent
auditors for the year ended December 31, 1999. Representatives of Larry
E. Nunn & Associates, L.L.C. are expected to be present at our annual
meeting and to respond to appropriate questions from our stockholders.
Such representatives will have the opportunity to make statements if
they so desire.
Our board of directors recommends a vote "FOR" ratification of the
appointment of Larry E. Nunn & Associates, L.L.C. as our independent
auditors for the year ending December 31, 2000. A majority of the votes
cast, present or represented by proxy at the meeting, will constitute
ratification of the appointment of Larry E. Nunn & Associates, L.L.C. as
our independent auditors for the year ending December 31, 2000.
FUTURE STOCKHOLDER PROPOSALS
Under applicable regulations of the Securities and Exchange
Commission, all proposals of stockholders to be considered for inclusion
in the proxy statement for the 2001 annual meeting of stockholders must
be received at our offices, c/o corporate secretary, 431 North
Pennsylvania Street, Indianapolis, Indiana, 46204-1873 by not later
than December 27, 2000. Our by-laws provide that stockholder proposals,
including nominations of directors, that do not appear in the proxy
statement may be considered at a meeting of stockholders only if written
notice of the proposal is received by our corporate secretary not less
than 60 days and not more than 90 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the
event that the date of the annual meeting is more than 30 days before or
more than 60 days after such anniversary date, notice by the stockholder
must be delivered not earlier than the 10th day prior to such annual
meeting and not later than the 60th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date
of such meeting is first made by us. Under our by-laws, the date by
which written notice of a proposal must be received by us to be
considered at the 2001 annual meeting of stockholders is March 18, 2001.
Any written notice of a stockholder proposal must include the
following information: (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
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<PAGE>
Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on
whose behalf the proposal is made; and (c) as to the stockholder giving
the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made, (i) the name and address of such
stockholder, as they appear on our books, and of such beneficial owner,
and (ii) the class and number of our shares that are owned beneficially
and of record by such stockholder and such beneficial owner.
DISCRETIONARY VOTING
At our 2001 annual meeting of stockholders, the individuals named
in the proxy relating to such meeting will exercise discretionary
authority to vote on any matter brought before the meeting with respect
to which we were provided with notice after March 12, 2001, and before
March 18, 2001. In addition, we will include in the proxy statement
advice on the nature of the matter and how the individuals named in the
proxy relating to such meeting intend to exercise their discretion to
vote on each matter. Notwithstanding the above, the individuals named
in the proxy relating to such meeting shall not exercise discretionary
authority over a matter if: (i) we receive notice of such matter by
March 12, 2001; (ii) by March 12, 2001, the proponent of such matter
provides us with a written statement that the proponent intends to
deliver a proxy statement and form of proxy to holders of at least the
percentage of our voting shares required under Delaware law to carry the
proposal; (iii) the proponent includes the same statement in its proxy
materials filed under Rule 14a-6 of the Securities Exchange Act of 1934,
as amended; and (iv) immediately after soliciting the percentage of
stockholders required to carry the proposal, the proponent provides us
with a statement from any solicitor or other person with knowledge that
the necessary steps have been taken to deliver a proxy statement and
form of proxy to holders of at least the percentage of our voting shares
required under Delaware law to carry the proposal.
ANNUAL REPORT
Our annual report to stockholders for the year ended December 31,
1999 has been mailed simultaneously to our stockholders. Our Annual
Report on Form 10-KSB for the year ended December 31, 1999, as filed
with the Securities and Exchange Commission (excluding exhibits), is
included in our annual report to stockholders.
OTHER BUSINESS
The board of directors is not aware of any business to be
presented at our annual meeting other than that referred to in the
Notice of Annual Meeting of Stockholders and discussed herein. No other
matters may properly come before the annual meeting.
TIMOTHY L. ASHBURN
Chairman of the Board
and Chief Executive Officer
April 26, 2000
Indianapolis, Indiana
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby nominates, constitutes and appoints Timothy
L. Ashburn and Thomas G. Napurano (or such other person as is designated
by the Board of Directors of Unified Financial Services, Inc. (the
"Company")) (the "Proxies"), or either of them (with full power to act
alone), true and lawful attorney(s), with full power of substitution,
for the undersigned and in the name, place and stead of the undersigned
to vote as designated below all of the shares of Common Stock, $0.01 par
value, of the Company entitled to be voted by the undersigned at the
Annual Meeting of Stockholders to be held at the Omni Netherland Plaza,
Hall of Mirrors, Third Floor, 35 W. 5th Street, Cincinnati, Ohio, at
10:00 a.m., local time, May 17, 2000, and at any adjournment or
postponement thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below (except as marked below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
FOR TERM EXPIRING IN 2003:
Weaver H. Gaines
Jack R. Orben
John S. Penn
2. PROPOSAL TO RATIFY THE APPOINTMENT OF LARRY E. NUNN & ASSOCIATES,
L.L.C., as independent public auditors of the Company:
/ / For / / Against / / Abstain
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting and any
adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder. If no direction is
made, this proxy will be voted "FOR" all of the named nominees for
director and "FOR" Proposal 2.
The undersigned acknowledges receipt of the Company's 1999 Annual
Report and Form 10-KSB and the Notice of the Annual Meeting and the
Proxy Statement. Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
/ / PLEASE CHECK THIS BOX IF YOU PLAN
TO ATTEND THE MEETING IN PERSON.
SIGN HERE
-----------------------------
(Please sign exactly as name
appears at left)
SIGN HERE
-----------------------------
Executors, administrators,
trustees, etc. should so
indicate when signing
DATED
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