<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
FIRST ROBINSON FINANCIAL CORPORATION
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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)(1) and 0-11.
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 0-11 (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
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:
___________________________________________________________________________
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[FIRST ROBINSON FINANCIAL CORPORATION LETTERHEAD]
January 30, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of First Robinson
Financial Corporation (the "Company"), I cordially invite you to attend the
Annual Meeting of Stockholders. The meeting will be held at 10:00 a.m. on
February 24, 1998 at the Bank's offices located at 501 East Main Street,
Robinson, Illinois.
In addition to the annual stockholder vote on corporate business items,
the meeting will include management's report to you on the Company's 1997
financial and operating performance.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. This year stockholders are being asked to
vote on the election of one director and the ratification of the appointment of
independent auditors. The Board of Directors unanimously recommends that you
vote for each of the proposals.
I encourage you to attend the meeting in person. Whether or not you
attend the meeting, I hope that you will read the enclosed Proxy Statement and
then complete, sign and date the enclosed proxy card and return it in the
postage prepaid envelope provided. This will save First Robinson Financial
Corporation additional expense in soliciting proxies and will ensure that your
shares are represented. Please note that you may vote in person at the meeting
even if you have previously returned the proxy.
Thank you for your attention to this important matter.
Sincerely,
RICK L. CATT
President and Chief Executive Officer
<PAGE>
First Robinson Financial Corporation
501 East Main Street
Robinson, Illinois 62454
(618) 544-8621
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on February 24, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Robinson Financial Corporation (the "Company") will be held
at the Bank's offices located at 501 East Main Street, Robinson, Illinois at
10:00 a.m., Robinson, Illinois time, on February 24, 1998.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of one director of the Company;
2. The ratification of the appointment of Larsson, Woodyard & Henson,
LLP, as auditors of the Company for the fiscal year ending March
31, 1998;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on January 16, 1998
are the stockholders entitled to vote at the Meeting and any adjournments
thereof.
You are requested to complete and sign the enclosed form of proxy,
which is solicited on behalf of the Board of Directors, and to mail it promptly
in the enclosed envelope. The proxy will not be used if you attend and vote at
the Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
Rick L. Catt
President and Chief Executive Officer
Robinson, Illinois
January 30, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF
MAILED WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
First Robinson Financial Corporation
501 East Main Street
Robinson, Illinois 62454
(618) 544-8621
ANNUAL MEETING OF STOCKHOLDERS
February 24, 1998
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of First Robinson Financial Corporation (the
"Company"), the parent company of First Robinson Savings Bank, National
Association (the "Bank"), of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Bank's
offices located at 501 East Main Street, Robinson, Illinois on February 24,
1998, at 10:00 a.m., Robinson, Illinois time, and all adjournments of the
Meeting. The accompanying Notice of Annual Meeting and this Proxy Statement are
first being mailed to stockholders on or about January 30, 1998.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of one director, and the appointment of Larsson,
Woodyard & Henson, LLP as auditors for the Company.
Vote Required and Proxy Information
All shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), represented at the Meeting by properly executed proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the instructions thereon. If no instructions are
indicated, properly executed proxies will be voted for the director nominee and
the proposals set forth in this Proxy Statement. The Company does not know of
any matters, other than as described in the Notice of Annual Meeting, that are
to come before the Meeting. If any other matters are properly presented at the
Meeting for action, the persons named in the enclosed form of proxy and acting
thereunder will have the discretion to vote on such matters in accordance with
their best judgment.
The director shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of the director. Broker non-votes have no effect on the vote. One-third
of the shares of the Common Stock, present in person or represented by proxy,
shall constitute a quorum for purposes of the Meeting. Abstentions and broker
non-votes are counted for purposes of determining a quorum.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Secretary,
First Robinson Financial Corporation, 501 East Main Street, Robinson, Illinois
62454.
Voting Securities and Certain Holders Thereof
Stockholders of record as of the close of business on January 16, 1998
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 859,625 shares of Common Stock issued and
outstanding. The following table sets forth information regarding share
ownership of those persons or entities known by management to beneficially own
more than five percent of the Common Stock and all directors and executive
officers of the Company and the Bank as a group.
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<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
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<S> <C> <C>
First Robinson Financial Corporation Employee Stock Ownership Plan 68,770(1) 8.0%
501 East Main Street
Robinson, Illinois 62454
Jeffrey L. Gendell, 77,000(2) 9.0%
Tontine Financial Partners, L.P. and Tontine Management, L.L.C.
200 Park Avenue, Suite 3900
New York, New York 10166
Directors and executive officers of the Company and the Bank, 86,952(3) 10.1%
as a group (10 persons)
</TABLE>
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(1) The amount reported represents shares held by the Employee Stock Ownership
Plan ("ESOP"), 6,877 of which have been allocated to accounts of
participants. First Bankers Trust Co., N.A., the Trustee of the ESOP, may
be deemed beneficially to own the shares held by the ESOP which have not
been allocated to the participants.
(2) As reported on Schedule 13D, dated July 3, 1997.
(3) Amount includes shares held directly, as well as shares held jointly with
family members, shares held in retirement accounts, shares allocated to the
ESOP accounts of the group members, held in a fiduciary capacity or by
certain family members, with respect to which shares the group members may
be deemed to have sole voting and/or investment power. The amount above
includes 2,291 shares of Common Stock allocated to the accounts of
executive officers under the ESOP.
2
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PROPOSAL I - ELECTION OF DIRECTOR
The Company's Board of Directors is presently composed of six members,
each of whom is also a director of the Bank. Directors of the Company are
generally elected to serve for a three-year term or until their respective
successors shall have been elected and shall qualify. Approximately one-third of
the directors are elected annually.
The following table sets forth certain information regarding the
Company's Board of Directors, including their terms of office and the nominees
for election as directors. It is intended that the proxies solicited on behalf
of the Board of Directors (other than proxies in which the vote is withheld as
to the nominees) will be voted at the Meeting for the election of the nominee
identified in the following table. If such nominee is unable to serve, the
shares represented by all such proxies will be voted for the election of such
substitutes as the Board of Directors may recommend. At this time, the Board of
Directors knows of no reason why the nominee might be unable to serve, if
elected. Except as described herein, there are no arrangements or understandings
between any director or nominee and any other person pursuant to which such
director or nominee was selected.
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially Percent
Position(s) Director Term to Owned at of
Name Age Held Since(1) Expire January 16, 1998(2) Class
- ------------------ --- ---- -------- ------ ------------------- -----
NOMINEES
<S> <C> <C> <C> <C> <C>
James D. Goodwine 35 Director 1993 2000 5,200 0.6%
DIRECTORS CONTINUING IN OFFICE
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Scott F. Pulliam 40 Chairman of the Board 1985 1998 10,000 1.2%
Clell T. Keller 73 Director 1984 1998 10,000 1.2%
William K. Thomas 52 Director 1988 1998 10,000 1.2%
Donald K. Inboden 65 Director 1990 1999 10,000 1.2%
Rick L. Catt 45 Director, President and 1989 1999 10,781 1.3%
Chief Executive
Officer
</TABLE>
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(1) Includes service as a director of the Bank.
(2) Includes shares held directly, as well as, shares held in retirement
accounts, shares allocated to the ESOP accounts of certain of the named
persons, held by certain members of the named individuals' families, or
held by trusts of which the named individual is a trustee or
substantial beneficiary, with respect to which shares the named
individuals may be deemed to have sole voting and/or investment power.
The business experience of each director and director nominee is set
forth below. All directors have held their present positions for at least the
past five years, except as otherwise indicated.
James D. Goodwine. Mr. Goodwine is a funeral Director and Vice
President of Goodwine Funeral Homes, Inc., a position he has held since 1986.
Scott F. Pulliam. Since 1983, Mr. Pulliam has practiced as a public
accountant in the Robinson, Illinois area.
Clell T. Keller. Mr. Keller is currently retired. From 1976 to his
retirement, Mr. Keller was the Clerk of the Circuit Court in Crawford County,
Illinois.
William K. Thomas. Since 1976, Mr. Thomas has practiced as an attorney
in the Robinson, Illinois area.
3
<PAGE>
Donald K. Inboden. Mr. Inboden is currently retired. From 1955 to his
retirement, Mr. Inboden was employed in the refinery at Marathon Oil Company.
Rick L. Catt. Mr. Catt is President and Chief Executive Officer of the
Bank, a position he has held since 1989.
Executive Officers Who are not Directors
Officers are elected annually by the Board of Directors of the Bank.
The business experience of the executive officers who are not also directors is
set forth below.
Jamie E. McReynolds. Ms. McReynolds, age 33, currently serves as a Vice
President, Chief Financial Officer, and Secretary. Ms. McReynolds has been
employed by the Bank, in various capacities since 1986.
Leslie Trotter, III. Mr. Trotter, age 42, currently serves as a Vice
President and Treasurer. Mr. Trotter has been employed by the Bank since 1978.
Rita L. Elder. Ms. Elder, age 45, currently serves as a Vice President.
Ms. Elder has been employed by the Bank, in various capacities, since 1985.
William D. Sandiford. Mr. Sandiford, age 40, currently serves as a Vice
President and Senior Loan Officer, a position he has held since 1995. From 1992
to 1995, Mr. Sandiford served as a vice president/branch manager of a national
bank located in Robinson, Illinois.
Board of Directors' Meetings and Committees
The Bank's Board of Directors meets at least monthly. During the fiscal
year ended October 31, 1997, the Board of Directors held 13 meetings. No
director attended fewer than 75% of the total meetings of the Board of Directors
and committees on which such Board member served during this period.
The Bank has standing Loan, Building, Nominating, Audit, Personnel and
Investment Committees.
The Loan Committee is comprised of all directors. It meets on an as
needed basis to review loan requests in excess of $150,000. This committee met
26 times during fiscal 1997.
The Building Committee is responsible for overseeing the Bank's
building, grounds, maintenance, repairs and the like. It is composed of
Directors Catt, Inboden and Goodwine. This committee met two times during fiscal
1997.
The Nominating Committee, composed of Directors Keller, Pulliam and
Thomas, nominate individuals for election to the Bank's Board of Directors. This
committee met once during fiscal 1997.
The Audit Committee, composed of Directors Pulliam, Thomas, Inboden,
Keller and Goodwine, review and receive audit findings from the Bank's internal
and external auditors. This committee met 12 times in fiscal 1997.
The Personnel Committee, composed of Directors Keller, Pulliam and
Catt, review personnel evaluations and recommend salary adjustments to the
entire Board of Directors. This committee met 11 times in fiscal 1997.
The Investment Committee, composed of Director Catt and Vice President
McReynolds and Sandiford, review the purchase and sale of investments. This
committee met three times in fiscal 1997.
4
<PAGE>
Director Compensation
Each non-employee director is currently paid a fee of $375 for each
regular meeting attended, except for the Chairman of the Board who is paid $405
for each regular meeting attended. Non-employee directors receive committee fees
of $50 for each meeting attended, except for the Loan Committee participants who
receive a fee of $300 per month reduced by $100 for each missed meeting.
Employee directors do not receive fees for participation on any committees.
Executive Compensation
The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of businesses other than the Bank.
The following table sets forth information concerning the compensation
paid or accrued by the Bank for services rendered by the Bank's Chief Executive
Officer. No executive officer of the Bank had aggregate compensation (salary
plus bonus) in excess of $100,000 in fiscal 1997.
<TABLE>
<CAPTION>
======================================================================================================================
Summary Compensation Table
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Long-Term Compensation
Annual Compensation Awards
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Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(1) ($) ($) Award ($) SARs (#) ($)
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<S> <C> <C> <C> <C> <C> <C> <C>
Rick L. Catt, President, Chief 1997 $81,492 $4,000 $ --- --- --- $3,488(2)
Executive Officer and Director 1996 $80,102 $10,218 $ --- --- --- $20,146(3)
======================================================================================================================
</TABLE>
(1) In accordance with the revised rules on executive officer and director
compensation disclosure adopted by the Securities and Exchange Commission,
Summary Compensation information is excluded for the year ended October 31,
1995.
(2) Includes $2,162 of life, health and disability premiums and $1,326 of
various membership fees paid by the Bank.
(3) Includes $2,146 of life, health and disability premiums paid by the Bank,
$14,000 one-time contribution by the Bank to Mr. Catt's Director Retirement
Plan account, $2,731 paid by the Bank in discretionary contributions
pursuant to the Bank's 401(k) Plan, and various membership fees of $1,269.
Certain Transactions
The Bank has followed a policy of granting loans to officers and
directors. Loans to directors and executive officers are made in the ordinary
course of business and on the same terms and conditions as those of comparable
transactions with the general public prevailing at the time, in accordance with
the Bank's underwriting guidelines, and do not involve more than the normal risk
of collectibility or present other unfavorable features.
All loans by the Bank to its directors and executive officers are
subject to OCC regulations restricting loan and other transactions with
affiliated persons of the Bank. Federal law currently requires that all loans to
directors and executive officers be made on terms and conditions comparable to
those for similar transactions with non-affiliates. Loans to all directors and
executive officers and their associates totaled $266,000 at October 31, 1997,
which was 2.8% of the Bank's equity capital at that date. There were no loans
outstanding to any director, executive officer or their affiliates at
preferential rates or terms which in the aggregate exceeded $60,000 during the
three years ended October 31, 1997. All loans to directors and officers were
performing in accordance with their terms at October 31, 1997.
5
<PAGE>
PROPOSAL II - RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Larsson, Woodyard &
Henson, LLP, independent accountants, to be the Company's auditors for the
fiscal year ending March 31, 1998. The Board of Directors of the Company has
authorized a change in this connection, from an audit year of October 31 to an
audit year of March 31. Representatives of Larsson, Woodyard & Henson, LLP, are
expected to attend the Meeting to respond to appropriate questions and to make a
statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF LARSSON, WOODYARD & HENSON, LLP, AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 1998.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next annual meeting of stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office located at 501
East Main Street, Robinson, Illinois 62454, no later than March 2, 1998. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of 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 solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Robinson, Illinois
January 30, 1998
6
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
First Robinson Financial Corporation
ANNUAL MEETING OF STOCKHOLDERS
February 24, 1998
The undersigned hereby appoints the Board of Directors of First Robinson
Financial Corporation (the "Company"), with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Bank's office located at 501
East Main Street, Robinson, Illinois, on February 24, 1998 at 10:00 a.m. and at
any and all adjournments and postponements thereof.
I. The election as director of the nominee listed below (except as marked to
the contrary)
[ ] FOR [ ] VOTE WITHHELD
INSTRUCTION: To withhold your vote for the individual nominee, strike a
line in the nominee's name below.
JAMES B. GOODWINE
II. The ratification of the appointment of Larsson, Woodyard & Henson, LLP as
auditors of the Company for the fiscal year ending March 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS AND THE NOMINEE
LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.
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The Board of Directors recommends a vote "FOR" the proposal
and the election of the nominee listed above.
(Continued and to be SIGNED on Reverse Side)
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.
The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.
Dated: _____________, 1998 ________________________________________________
Signature of Stockholder
________________________________________________
Signature of Stockholder
Please sign exactly as your name(s) Appear(s) to
the left. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title. If shares are held jointly,
each holder should sign.
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PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
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