SCHEDULE 14A
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 ss.240.14a-11(c) or ss.240.14a-12
FIRST ROBINSON FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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>
[FIRST ROBINSON FINANCIAL CORPORATION LETTERHEAD]
June 25, 1999
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 July
28, 1999 at the Company's office located at 501 East Main Street, Robinson,
Illinois.
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 two directors and the ratification of the appointment of
independent auditors for the fiscal year ending March 31, 2000. The Board of
Directors unanimously recommends that you vote "FOR" all of the proposals.
In addition to the annual stockholder vote on corporate business items, the
meeting will include management's report to you on the Company's 1999 financial
and operating performance.
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,
/s/ Rick L. Catt
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 July 28, 1999
Notice is hereby given that the annual meeting of stockholders (the
"Meeting") of First Robinson Financial Corporation (the "Company") will be held
at the Company's office located at 501 East Main Street, Robinson, Illinois at
10:00 a.m., Robinson, Illinois time, on July 28, 1999.
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 two directors 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, 2000;
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 June 11, 1999 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
/s/ Rick L. Catt
Rick L. Catt
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Robinson, Illinois
June 25, 1999
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.
<PAGE>
FIRST ROBINSON FINANCIAL CORPORATION
501 East Main Street
Robinson, Illinois 62454
(618) 544-8621
--------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF STOCKHOLDERS
To be held on July 28, 1999
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 Company's
office located at 501 East Main Street, Robinson, Illinois on July 28, 1999, at
10:00 a.m., Robinson, Illinois time, and all adjournments of the Meeting. The
accompanying Notice of Annual Meeting of Stockholders and this proxy statement
are first being mailed to stockholders on or about June 25, 1999.
At the Meeting, stockholders of the Company are being asked to consider and
vote upon the election of two directors and the appointment of Larsson, Woodyard
& Henson, LLP as independent auditors for the Company for the fiscal year ending
March 31, 2000.
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 nominees and
the proposal set forth in this proxy statement. The Company does not know of any
matters, other than as described in the Notice of Annual Meeting of
Stockholders, 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 directors 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 directors. The affirmative vote by the holders of a majority of the
votes cast at the Meeting shall be the act of the stockholders on all other
proposals. 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 the
Secretary, First Robinson Financial Corporation, 501 East Main Street, Robinson,
Illinois 62454.
1
<PAGE>
VOTING SECURITIES AND CERTAIN HOLDERS THEREOF
Stockholders of record as of the close of business on June 11, 1999 will be
entitled to one vote for each share of Common Stock then held. As of that date,
the Company had 796,823 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.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
- ----------------------------------------------------------------------------------------
<S> <C> <C>
First Robinson Financial Corporation Employee Stock 68,770 8.63%
Ownership Plan
501 East Main Street
Robinson, Illinois 62454(1)
Jeffrey L. Gendell, 77,000 9.66
Tontine Financial Partners, L.P. and Tontine Management,
L.L.C.
200 Park Avenue, Suite 3900
New York, New York 10166(2)
Directors and executive officers of the Company and the 133,687 16.78
Bank, as a group (10 persons)(3)
</TABLE>
- -----------------------
(1) Represents shares held by the Employee Stock Ownership Plan ("ESOP"),
15,197 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. Generally, unallocated shares will be voted
in the manner directly by the majority of the ESOP participants who
directed the trustee as to the voting of their shares in the ESOP with
respect to such issue.
(2) As reported on Schedule 13D, dated July 2, 1997. The nature of beneficial
ownership for shares reported by Mr. Gendell is shared voting and
investment power.
(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.
PROPOSAL I - ELECTION OF DIRECTORS
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
composition of the Company's Board of Directors, including their terms of office
and the nominees for election as directors. The Board of Directors acting as the
nominating committee has recommended and approved the nominees identified below.
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 nominees identified in the
following table. If such nominees are 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 nominees 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.
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY PERCENT
DIRECTOR TERM TO OWNED AT OF
NAME AGE(1) POSITION(S) HELD SINCE(2) EXPIRE JUNE 11, 1999(3) CLASS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
--------
Rick L. Catt 46 Director,
President and 1989 2002 25,818 3.24%
Chief Executive
Officer
Donald K. Inboden 66 Director 1990 2002 15,151 1.90
DIRECTORS CONTINUING IN OFFICE
------------------------------
James D. Goodwine 37 Director 1993 2000 8,775 1.10
Clell T. Keller 74 Director 1984 2000 14,136 1.77
Scott F. Pulliam 42 Chairman of the 1985 2001 14,221 1.78
Board
William K. Thomas 54 Director 1988 2001 13,616 1.71
</TABLE>
- --------------------------
(1) At March 31, 1999.
(2) Includes service as a director of the Bank.
(3) 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.
RICK L. CATT. Mr. Catt is President and Chief Executive Officer of the
Company and the Bank, positions he has held with the Company since its inception
in March 1997 and with the Bank since 1989.
DONALD K. INBODEN. Mr. Inboden is the former owner of Inboden Seed Inc., a
landscaping business located in Robinson, Illinois. He was employed at Marathon
Oil Company from 1955 to 1982.
JAMES D. GOODWINE. Mr. Goodwine is a funeral director and Vice President of
Goodwine Funeral Homes, Inc., positions he has held since 1986.
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.
SCOTT F. PULLIAM. Since 1983, Mr. Pulliam has practiced as a public
accountant in the Robinson, Illinois area.
WILLIAM K. THOMAS. Since 1976, Mr. Thomas has practiced as an attorney in
the Robinson, Illinois area.
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
BOARD AND COMMITTEE MEETINGS OF THE COMPANY. Meetings of the Company's
Board of Directors are generally held on a monthly basis. The Board of Directors
met 15 times for the year ending March 31, 1999. During fiscal 1999 no director
of the Company attended fewer than 75% of the aggregate of the total number of
Board meetings and the total number of meetings held by the committees of the
Board of Directors on which he served.
The Board of Directors of the Company has standing Audit, Nominating and
Compensation Committees. The Company does not have a standing executive
committee.
3
<PAGE>
The Audit Committee reviews audit reports and related matters to ensure
effective compliance with regulations and internal policies and procedures. This
committee also acts on the recommendation by management of an accounting firm to
perform the Company's annual audit and acts as a liaison between the independent
auditors and the Board. The current members of this committee are Directors
Pulliam, Keller, Thomas, Inboden and Goodwine. This Committee met once during
fiscal 1999.
The entire Board of Directors acts as the Nominating Committee to nominate
candidates for membership on the Board of Directors. This committee met once
during fiscal 1999.
While the Board of Directors will consider nominees recommended by
stockholders, the Board has not actively solicited such nominations. Pursuant to
the Company's Bylaws, nominations for directors by stockholders must be made in
writing and delivered to the Secretary of the Company at least 30 days prior to
the meeting date provided, however, that in the event that less than 40 days'
notice of the date of the meeting is given or made to stockholders, notice to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed and
such written nomination must contain certain information specified in the
Company's Bylaws.
The Compensation Committee establishes the Company's compensation policies
and reviews compensation matters. The current members of this committee are
Directors Pulliam, Keller and Thomas. This committee did not meet during fiscal
1999.
BOARD AND COMMITTEE MEETINGS OF THE BANK. The Bank's Board of Directors
meets at least monthly. During the fiscal year ended March 31, 1999, 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/Asset-Liability 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 25 times
during fiscal 1999.
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 once during fiscal 1999.
The entire Board of Directors acts as the Nominating Committee, to nominate
individuals for election to the Bank's Board of Directors. The committee met
once during fiscal 1999.
The Audit Committee, composed of Directors Pulliam, Thomas, Inboden, Keller
and Goodwine, reviews and receives audit findings from the Bank's internal and
external auditors. This committee met 13 times in fiscal 1999.
The Personnel Committee, composed of Directors Keller, Pulliam and Catt,
reviews personnel evaluations and recommends salary adjustments to the entire
Board of Directors. This committee met 11 times in fiscal 1999.
The Investment Committee, composed of Director Catt and Vice Presidents
Jamie E. McReynolds, William D. Sandiford and W. E. Holt, reviews the purchase
and sale of investments. This committee met 7 times in fiscal 1999.
DIRECTOR COMPENSATION
Each 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 $100 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 OFFICERS WHO ARE NOT DIRECTORS
The business experience for at least the previous five years for the
executive officers who do not serve as directors is set forth below.
JAMIE E. MCREYNOLDS. Ms. McReynolds, age 35, currently serves as a Vice
President, Chief Financial Officer, Secretary and Treasurer of the Company and
Bank. She has been employed by the Bank in various capacities since 1986.
4
<PAGE>
LESLIE TROTTER, III. Mr. Trotter, age 44, currently serves as a Vice
President of the Bank. Mr. Trotter has been employed by the Bank since 1978.
W. E. HOLT. Mr. Holt, age 52, currently serves as Vice President and Senior
Loan Officer for the Bank, a position he has held since April 1998. From 1974 to
March 1998, Mr. Holt was employed at a national bank in Oblong, Illinois. In the
later years at the national bank, he served as a Cashier and a Senior Vice
President. He also served on the board of a national bank from 1989 to 1998.
WILLIAM D. SANDIFORD. Mr. Sandiford, age 41, currently serves as a Vice
President of the Bank, 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.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation paid
or accrued by the Company for services rendered by the Company's and the Bank's
Chief Executive Officer. No executive officer of the Company had aggregate
compensation (salary plus bonus) in excess of $100,000 for the fiscal year ended
March 31, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Awards
- ----------------------------------------------------------- -----------------------
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Awards Options/ Compensation
Name and Principal Position Year ($)(2) ($) ($) ($) SARs(#) ($)
- --------------------------- ------ ------- ------- ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Rick L. Catt, 1999 $88,382 $14,828 $ --- $185,351(6) 25,788 $22,763(3)
President, Chief
Executive Officer 1998(1) $34,832 $ --- $ --- $ --- --- $ 3,688(4)
and Director 1997 $81,492 $ 4,000 $ --- $ --- --- $ 3,488(5)
</TABLE>
- --------------------
(1) The Company changed its fiscal year from October 31st to March 31st in
1998. The salary and compensation information provided for Mr. Catt for
fiscal 1998 is for this five month period.
(2) Includes salary and board fees.
(3) Includes $2,426 of disability, health and life premiums paid by the Bank.
The Bank made $2,000 in contributions to Mr. Catt's Director Retirement
Plan account, $833 in discretionary contributions pursuant to the Bank's
401(k) Plan, and various membership fees of $1,348. This amount also
represents the Company's contributions to the ESOP on behalf of Mr. Catt.
At March 31, 1999, the value of the shares of the Company's common stock
allocated to Mr. Catt under the ESOP was $21,464.
(4) Includes $936 of life, health and disability premiums paid by the Bank and
$2,000 in contributions made by the Bank to Mr. Catt's Director Retirement
Plan account, $200 paid by the Bank in discretionary contributions pursuant
to the Bank's 401(k) Plan, and various membership fees of $552.
(5) Includes $2,162 of life, health and disability premiums and $1,326 of
various membership fees paid by the Bank.
(6) Represents the dollar value based on the closing market price of $17.25 per
share of the Company's common stock on the date of grant. The shares of
restricted stock vest in five equal annual installments, subject to Mr.
Catt's continuous service with the Company or Bank. Any dividends paid on
the restricted common stock are paid to Mr. Catt. At March 31, 1999, Mr.
Catt had 8,596 shares of the Company's common stock still subject to
restrictions with a value, based upon a closing price of $12.12 per share
of the Company's common stock as reported on the OTC Electronic Bulletin
System at such date of $104,227.
5
<PAGE>
The following table provides information regarding stock options. No stock
appreciation rights were granted during fiscal 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
% of Total
Options Exercise
Options Granted to or Base
Granted Employees Price Expiration
NAME (#) in Fiscal ($/Sh) Date
Year
- ------------ -------- ----------- ------- ----------
Rick L. Catt 25,788 85.20% $17.25 7/29/08
The following table provides information as to the value of the options
held by the Company's and Bank's Chief Executive Officer during fiscal 1999,
none of which have been exercised.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT MARCH 31, 1999
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FY-END (#) FY-END ($)(1)
---------------------------- ----------------------------
SHARES
ACQUIRED
ON VALUE
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- -------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Rick L. Catt --- $--- 5,157 20,631 $--- $---
</TABLE>
- -----------------
(1) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the closing price
of $12.12 per share of the Common Stock as reported on the OTC Electronic
Bulletin System on March 31, 1999.
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 Office of the Comptroller of the Currency 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
$151,000 at March 31, 1999, which was 1.31% 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 two years ended March 31, 1999. All loans to directors and
officers were performing in accordance with their terms at March 31, 1999.
6
<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, 2000. 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 INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING MARCH 31, 2000.
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 501
East Main Street, Robinson, Illinois 62454 no later than February 11, 2000. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended. Otherwise, any
stockholder proposal to take action at such meeting must be received at the
Company's executive office at 501 East Main Street, Robinson, Illinois 62454 by
June 30, 2000; provided, however, that in the event that less than 40 days'
notice of the date of the meeting is given or made to stockholders, the
stockholder proposal must be received not later than the close of business on
the 10th day following the day on which such notice of the date of the annual
meeting was mailed. All stockholder proposals must also comply with the
Company's Certificate of Incorporation and Bylaws, and Delaware law.
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 the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
Robinson, Illinois
June 25, 1999
7
<PAGE>
REVOCABLE PROXY
FIRST ROBINSON FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
July 28, 1999
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 common stock
of the Company which the undersigned is entitled to vote at the annual meeting
of stockholders (the "Meeting") to be held at the Company's office located at
501 East Main Street, Robinson, Illinois, on July 28, 1999 at 10:00 a.m. and at
any and all adjournments and postponements thereof.
I. The election of the following nominees as directors for terms to expire in
the year 2002.
RICK L. CATT DONALD K. INBODEN
/ / FOR / / VOTE WITHHELD / / FOR ALL EXCEPT
INSTRUCTION: TO WITHHOLD YOUR VOTE FOR THE INDIVIDUAL NOMINEE, MARK "FOR
ALL EXCEPT" WITH AN "X" AND WRITE THE NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW FOR WHOM YOU WISH TO WITHHOLD YOUR
VOTE.
II. The ratification of the appointment of Larsson, Woodyard & Henson, LLP as
auditors of the Company for the fiscal year ending March 31, 2000.
/ / 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.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND THE NOMINEES 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL AND THE
ELECTION OF THE NOMINEES 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 Annual Meeting of Stockholders, a proxy
statement and an annual report to stockholders.
Dated: , 1999
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.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE
