[FIRST ROBINSON FINANCIAL CORPORATION LETTERHEAD]
June 26, 2000
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
27, 2000 at the Company's office located at 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, 2001. 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 2000
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,
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 27, 2000
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 27, 2000.
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,
2001;
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 19, 2000 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
June 26, 2000
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.
1
<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 27, 2000
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 27, 2000, 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 26, 2000.
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, 2001.
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 19, 2000
will be entitled to one vote for each share of Common Stock then held. As of
that date, the Company had 607,603 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>
Shares
Beneficially Percent
Beneficial Owner Owned of Class
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
First Robinson Financial Corporation Employee Stock Ownership Plan 68,770 11.32%
501 East Main Street
Robinson, Illinois 62454(1)
Directors and executive officers of the Company and the Bank, 109,511 18.02
as a group (10 persons)(2)
-----------------------
</TABLE>
(1) Represents shares held by the Employee Stock Ownership Plan ("ESOP"),
23,168 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) 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.
<TABLE>
Shares of Common
Stock Beneficially Percent
Director Term to Owned at of
Name Age(1) Position(s) Held Since(2) Expire June 19, 2000(3) Class
----------------------------------------------------------------------------------------------------------------------------------
NOMINEES
<S> <C> <C> <C> <C> <C> <C>
James D. Goodwine 38 Director 1993 2003 11,412 1.88%
Clell T. Keller 75 Director 1984 2003 16,837 2.77
</TABLE>
2
<PAGE>
<TABLE>
DIRECTORS CONTINUING IN OFFICE
<S> <C> <C> <C> <C> <C>
Scott F. Pulliam 43 Chairman of the Board 1985 2001 16,897 2.78
William K. Thomas 55 Director 1988 2001 15,761 2.59
Rick L. Catt 47 Director, President and
Chief Executive Officer 1989 2002 35,043 5.77
Donald K. Inboden 67 Director 1990 2002 17,537 2.89
</TABLE>
--------------------------
(1) At March 31, 2000.
(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, 2000. During fiscal 2000 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 one time
during fiscal 2000.
The entire Board of Directors acts as the Nominating Committee to nominate
candidates for membership on the Board of Directors. This committee met one time
during fiscal 2000.
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
2000.
Board and Committee Meetings of the Bank. The Bank's Board of Directors
meets at least monthly. During the fiscal year ended March 31, 2000 the Board of
Directors held 16 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 2000.
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 did not meet during fiscal 2000.
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 one
time during fiscal 2000.
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 twelve times in fiscal 2000.
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 eleven times in fiscal 2000.
The Investment/Asset-Liability Committee, composed of Director Catt and
Vice Presidents Jamie E. McReynolds, William D. Sandiford and W. E. Holt,
oversees the Bank's risk management and liquidity/funds management position.
They also review the purchases and sales of investments. This committee met
twelve times in fiscal 2000.
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.
4
<PAGE>
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 36, 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.
Leslie Trotter, III. Mr. Trotter, age 45, 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 53, 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 42, 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 $100,000 for the fiscal year ended
March 31, 2000.
<TABLE>
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards
Other Annual Restricted All Other
Fiscal Salary Bonus Compensation Stock Options/ Compensation
Name and Principal Position Year ($)(2) ($) ($) Award ($) SARs (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
Rick L. Catt, President, Chief 2000 $91,745 $11,497 $ --- $ --- ---- $19,244(3)
Executive Officer and Director 1999 $88,382 $14,828 $ --- $185,351(6) 25,788 $22,763(4)
1998(1) $34,832 $ --- $ --- $ --- ---- $ 3,688(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 $2,559 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, $795 in discretionary contributions pursuant
to the Bank's 401(k) Plan, and various membership fees of $1,932. This
amount also represents the Company's contributions to the ESOP on
behalf of Mr. Catt. At March 31, 2000, the value of the shares of the
Company's common stock allocated to Mr. Catt under the ESOP was
$12,498.
(4) 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. 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.
(5) 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
<PAGE>
(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 $104,227.
The following table provides information as to the value of the options
held by the Company's Chief Executive Officer during fiscal 2000, none of which
have been exercised.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
OPTION VALUES AT MARCH 31, 2000
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End ($)(1)
Shares
Acquired Value
on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
Name (#) ($) (#) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Rick L. Catt --- $ --- 15,482 10,306 $-0- $-0-
========================= ============= ===========================================================================
</TABLE>
(1) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average
of the closing bid and ask of $14.21875 per share of the Common Stock
as reported on the OTC Electronic Bulletin System on March 31, 2000.
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
$104,000 at March 31, 2000, which was 1.12% 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, 2000. All loans to directors and
officers were performing in accordance with their terms at March 31, 2000.
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, 2001. 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, 2001.
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 26, 2001. 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 28, 2001; 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock (or any other equity securities, of which there is none),
to file with the SEC initial reports of ownership and reports of changes in
ownership of the Company's Common Stock. Officers, directors and greater than
10% shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during fiscal year ended March 31, 2000, all Section 16(a)
filing requirement applicable to its officers, directors and greater than 10%
beneficial owners were complied with. However, Clell Keller inadvertently failed
to file a Form 4 to report one transaction during 1998.
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 26, 2000
7
