<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 section 240.14a-11(c) or section 240.14a-12
OHIO STATE FINANCIAL SERVICES, INC.
------------------------------------------------
(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)(4) and O-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 O-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
O-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> 2
OHIO STATE FINANCIAL SERVICES, INC.
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(740) 635-0764
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Ohio State Financial Services, Inc. ("OSFS") will be held at the McClure Hotel,
1200 Market Street, Wheeling, West Virginia 26003, on April 21, 1999, at 1:00
p.m., local time (the "Annual Meeting"), for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
1. To elect five directors of OSFS for terms expiring in 2000;
2. To approve the amendments to the Ohio State Financial Services, Inc.
1998 Stock Option and Incentive Plan, to provide for the acceleration of the
vesting of options following a change of control of OSFS or Bridgeport Savings
and Loan Association and to reduce the vesting period of options from five years
to three years;
3. To approve the amendment to the Bridgeport Savings and Loan Association
Recognition and Retention Plan and Trust Agreement to provide for the
acceleration of the vesting of awards following a change of control of OSFS or
Bridgeport Savings and Loan Association,
4. To ratify the selection of S. R. Snodgrass, A.C. as the auditors of
OSFS for the current fiscal year; and
5. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only shareholders of OSFS of record at the close of business on
February 26, 1999, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof. Whether or not you expect to
attend the Annual Meeting, we urge you to consider the accompanying Proxy
Statement carefully and to SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY SO
THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND THE PRESENCE OF
A QUORUM MAY BE ASSURED. The giving of a proxy does not affect your right to
vote in person in the event you attend the Annual Meeting.
By Order of the Board of Directors
Bridgeport, Ohio Jon W. Letzkus
March 19, 1999
<PAGE> 3
OHIO STATE FINANCIAL SERVICES, INC.
435 MAIN STREET
BRIDGEPORT, OHIO 43912
(740) 635-0764
PROXY STATEMENT
PROXIES
The enclosed proxy (the "Proxy") is solicited by the Board of Directors
of Ohio State Financial Services, Inc. ("OSFS") for use at the 1999 Annual
Meeting of Shareholders of OSFS to be held at the McClure Hotel, 1200 Market
Street, Wheeling, West Virginia 26003, on April 21, 1999, at 1:00 p.m., local
time, and at any adjournments thereof (the "Annual Meeting"). Without affecting
any vote previously taken, the Proxy may be revoked by executing a later dated
proxy which is received by OSFS before the Proxy is exercised or by giving
notice of revocation to OSFS in writing or in open meeting before the Proxy is
exercised. Attendance at the Annual Meeting will not, of itself, revoke the
Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of John O. Costine, Anton M. Godez, Jon W. Letzkus,
William E. Reline and Manuel C. Thomas as directors of OSFS for terms
expiring in 2000;
FOR the approval of the amendments to the Ohio State Financial
Services, Inc. 1998 Stock Option and Incentive Plan (the "Stock Option
Plan"), to provide for the acceleration of the vesting of options
following a change of control of OSFS or Bridgeport Savings and Loan
Association ("Bridgeport") and to reduce the vesting period of options
from five years to three years;
FOR the approval of the amendment to the Bridgeport Savings and Loan
Association Recognition and Retention Plan and Trust Agreement (the
"RRP") to provide for the acceleration of the vesting of awards
following a change of control of OSFS or Bridgeport; and
FOR the ratification of the selection of S. R. Snodgrass, A.C. ("S.R.
Snodgrass") as the auditors of OSFS for the current fiscal year.
The Proxies may be solicited by the directors, officers and other
employees of OSFS and Bridgeport, in person or by telephone, telegraph or mail
only for use at the Annual Meeting. The Proxy will not be used for any other
meeting. The cost of soliciting the Proxies will be borne by OSFS.
Only shareholders of record as of the close of business on February 26,
1999 (the "Voting Record Date"), are entitled to vote at the Annual Meeting.
Each such shareholder will be entitled to cast one vote for each share owned.
The records of OSFS disclose that, as of the Voting Record Date, there were
572,337 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of OSFS on
or about March 19, 1999.
<PAGE> 4
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and the Code of Regulations of OSFS (the "Regulations"),
the five nominees receiving the greatest number of votes will be elected as
directors. Shares held by a nominee for a beneficial owner which are represented
in person or by proxy but not voted with respect to the election of directors
and shares as to which the authority to vote is withheld are not counted toward
the election of directors or toward the election of the individual nominees
specified on the Proxy.
APPROVAL OF THE AMENDMENTS TO THE STOCK OPTION PLAN AND THE RRP
The affirmative vote of a majority of the outstanding common shares of
OSFS is necessary to approve the amendments to the Stock Option Plan and the
RRP. Under Ohio law, shares held by a nominee for a beneficial owner which are
represented in person or by proxy but not voted with respect to such proposals
("non-votes") are counted as present. The effect of an abstention or a non-vote
is the same as a vote against the approval of the amendments. If the
accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the approval of the amendments to the Stock Option
Plan and the RRP.
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of a majority of the shares represented in person
or by proxy at the Annual Meeting is necessary to ratify the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year. The effect of an
abstention or a non-vote is the same as a vote against ratification. If the
accompanying Proxy is signed and dated by the shareholder but no vote or
instruction to abstain is specified thereon, however, the shares held by such
shareholder will be voted FOR the ratification of the selection of S.R.
Snodgrass as the auditors of OSFS for the current fiscal year.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only person known to OSFS to own beneficially more than five percent of the
outstanding common shares of OSFS as of March 1, 1999:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address Beneficial Ownership Shares Outstanding
- ---------------- -------------------- ------------------
<S> <C> <C>
Ohio State Financial Services, Inc.
Employee Stock Ownership Plan
435 Main Street
Bridgeport, Ohio 43912 58,353 (1) 10.2%
</TABLE>
-2-
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C> <C>
Jerome H. and Sarah B. Davis
c/o David M. Perlmutter, Esq.
200 Park Avenue, Suite 4515
New York, New York 10166 48,500 (2) 8.5%
Jeffrey L. Gendell
200 Park Avenue
Suite 3900
New York, New York 10166 39,300 (3) 6.9%
Jon W. Letzkus (4) 45,839 (5) 8.0%
William E. Reline (4) 31,255 (6) 5.5%
</TABLE>
- ---------------------------
(1) Consists of the shares held by First Bankers Trust Company, N.A., as
the Trustee for the Ohio State Financial Services, Inc. Employee Stock
Ownership Plan (the "ESOP"). The Trustee has sole voting power over
51,573 unallocated shares. The Trustee has limited shared investment
power over all ESOP shares.
(2) Based on a Schedule 13D filed with the Securities and Exchange
Commission (the "SEC") by Jerome H. and Sarah B. Davis. Mr. Davis
reports sole voting and dispositive power over 18,000 of the reported
shares and Mr. and Ms. Davis report shared voting and dispositive power
over the remaining 30,500 shares.
(3) Based on a Schedule 13D filed with the SEC by Jeffrey L. Gendell
("Gendell"), Tontine Financial Partners, L.P., a Delaware limited
partnership ("Tontine"), and Tontine Management L.L.C., a Delaware
limited liability company ("TM"). Gendell, TM and Tontine report shared
voting and dispositive power over the reported shares.
(Footnotes continued on next page)
(4) This person may be contacted at the address of OSFS.
(5) Mr. Letzkus has sole voting power over 18,440 shares which include
3,171 shares that may be acquired upon the exercise of an option
awarded pursuant to the Stock Option Plan and 1,269 shares which are
expected to vest in the next 60 days pursuant to the RRP. Mr. Letzkus
has sole voting and shared investment power over 2,032 shares allocated
to his ESOP account and shared voting and investment power over 25,367
shares as a Trustee of the RRP.
(6) Mr. Reline has sole voting power over 5,888 shares which include 634
shares that may be acquired upon the exercise of an option awarded
pursuant to the Stock Option Plan and 254 shares which are expected to
vest in the next 60 days pursuant to the RRP. Mr. Reline has shared
voting and investment power over 25,367 shares as a Trustee of the RRP.
The following table sets forth information regarding the number of
common shares of OSFS beneficially owned by each director and by all directors
and executive officers of OSFS as a group as of March 1, 1999:
-3-
<PAGE> 6
<TABLE>
<CAPTION>
Amount and nature of beneficial ownership
-------------------------------------------
Sole voting and Shared voting and Percent of
Name and address (1) investment power investment power shares outstanding
- -------------------- ---------------- ---------------- ------------------
<S> <C> <C> <C>
John O. Costine 888 (2) 27,367 (3) 4.9%
Anton M. Godez 7,888 (2) 7,000 2.6
Jon W. Letzkus 18,440 (4) 27,399 (3)(5) 8.0
William E. Reline 5,888 (2) 23,367 (3) 5.5
Manuel C. Thomas 14,888 (2) -- 2.6
All directors and executive officers of
OSFS as a group (8 people) 48,310 (6) 40,023 (7) 15.2%
</TABLE>
- -----------------------------
(1) Each of the persons listed in this table may be contacted at the
address of OSFS.
(2) Includes 634 shares that may be acquired upon the exercise of options
awarded pursuant to Stock Option Plan and 254 shares which are expected
to vest in the next 60 days pursuant to the RRP.
(3) Includes 25,367 shares held by the RRP Trust with respect to which
Messrs. Costine, Reline and Letzkus have shared voting power as
Trustees of the RRP.
(4) Includes 3,171 shares that may be acquired upon the exercise of an
option awarded pursuant to the Stock Option Plan and 1,269 shares which
are expected to vest in the next 60 days pursuant to the RRP.
(5) Includes 2,032 shares allocated to Mr. Letzkus' ESOP account, with
respect to which Mr. Letzkus has voting power.
(Footnotes continued on next page)
(6) Includes 7,609 shares that may be acquired upon the exercise of options
awarded pursuant to the Stock Option Plan and 3,098 shares that are
expected to vest in the next 60 days pursuant to the RRP.
(7) Includes the 25,367 shares held by the RRP Trust (including the shares
held by the RRP Trust but expected to be earned and distributed in the
next 60 days, which are also included in the numbers of shares reported
to be held by the named individuals) and 3,549 shares allocated to the
ESOP accounts of executive officers, with respect to which such
executive officers have voting power.
PROPOSAL ONE - ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Regulations provide for a Board of Directors consisting of five
persons. In accordance with Section 2.03 of the Regulations, nominees for
election as directors may be proposed only by the directors or by a shareholder
entitled to vote for directors. A nomination by a shareholder must be
-4-
<PAGE> 7
submitted in writing to the Secretary of OSFS and received by the Secretary not
later than the sixtieth day before the first anniversary of the most recent
annual meeting of shareholders held for the election of directors. Each written
nomination must state the name, age, business or residence address of the
nominee, the principal occupation or employment of the nominee, the number of
common shares of OSFS owned either beneficially or of record by each such
nominee and the length of time such shares have been so owned.
The Board of Directors proposes the reelection at the Annual Meeting of
the following persons to terms which will expire in 2000:
<TABLE>
<CAPTION>
Director of Director of
OSFS Bridgeport
Name Age (1) Position(s) held since (2) since
- ---- ------- ---------------- ----------- ----------
<S> <C> <C> <C> <C>
John O. Costine 74 Director 1997 1975
Anton M. Godez 73 Director 1997 1990
Jon W. Letzkus 55 Director, President and 1997 1989
Chairman
William E. Reline 69 Director 1997 1992
Manuel C. Thomas 75 Director 1997 1985
</TABLE>
- -----------------------------
(1) As of February 28, 1999.
(2) Each director of OSFS is also a director of Bridgeport and became a
director of OSFS in connection with the conversion of Bridgeport from
mutual to stock form (the "Conversion") and the formation of OSFS as
the holding company for Bridgeport.
If any nominee is unable to stand for election, any Proxies granting
authority to vote for such nominee will be voted for such substitute as the
Board of Directors recommends.
JOHN O. COSTINE is a partner in the Costine Law Firm, a general
partnership, located in St. Clairsville, Ohio and has practiced law since 1950.
ANTON M. GODEZ has served as the President of the General Welding
Supply Company located in Martins Ferry, Ohio, since 1950.
JON W. LETZKUS is the President of both OSFS and Bridgeport and is the
designated Managing Officer of Bridgeport. Mr. Letzkus joined Bridgeport in
September 1980 as a vice president. Mr. Letzkus has served as the President of
Bridgeport since 1989.
WILLIAM E. RELINE retired from Cooper Industries, a mining equipment
manufacturing company, in 1989 and has been a consultant to Wheeling Machine
Products since 1996.
MANUEL C. THOMAS has been employed by M. C. Thomas Insurance Agency,
Inc. since 1954.
-5-
<PAGE> 8
MEETINGS OF DIRECTORS
The Board of Directors of OSFS met six times for regularly scheduled
and special meetings during 1998. Each director of OSFS is also a director of
Bridgeport. The Board of Directors of Bridgeport met 25 times for regularly
scheduled and special meetings during 1998.
COMMITTEES OF DIRECTORS
The Board of Directors of OSFS does not currently have any committees.
The full Board of Directors of Bridgeport determines compensation for
Bridgeport's employees and make decisions regarding employee benefits and
related matters. Mr. Letzkus does not participate in discussions regarding his
salary.
EXECUTIVE OFFICERS
In addition to Mr. Letzkus, the President of OSFS and Bridgeport, the
following persons are executive officers of OSFS:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held
- ---- ------- ----------------
<S> <C> <C>
Marianne Doyle 39 Vice President of OSFS and Assistant Vice President of Bridgeport
Michael P. Eddy 39 Treasurer and Chief Financial Officer of OSFS and Comptroller of
Bridgeport
Sherri Yarbrough 31 Secretary of OSFS and Director of Information Systems
Bridgeport
</TABLE>
- ---------------------------------
(1) As of March 1, 1999.
MARIANNE DOYLE has served Bridgeport as the Assistant Vice President
since 1994 and OSFS as Vice President since 1997.
MICHAEL P. EDDY has served since 1985 as the Comptroller of Bridgeport
and from 1985 to 1994 he also served as the Secretary of Bridgeport. Mr. Eddy
has been the Treasurer and Chief Financial Officer of OSFS since 1997.
SHERRI YARBROUGH has served Bridgeport as the Director of Information
Services since 1990 and OSFS as Secretary since 1997.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by Bridgeport to
Jon W. Letzkus, the President and Chief Executive Officer of OSFS and
Bridgeport, for the fiscal years ended December 31, 1998 and 1997. No executive
officer of OSFS earned salary and bonus in excess of $100,000 during 1998.
-6-
<PAGE> 9
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
All Other
Annual Compensation Long term Compensation Compensation
(1)
- -------------------------------------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($) Awards
Principal -----------------------------------
Position Restricted Securities
Stock Awards Underlying
($) Options/SARs (#)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jon W. Letzkus
President and 1998 $80,000 (2) $3,271 $107,814 (3) $15,854 (4) $26,229 (5)
Chief Executive 1997 73,500 10,075 -- -- --
Officer 1996 70,000 6,024 -- -- --
</TABLE>
- ---------------------------------
(1) Does not include amounts attributable to other miscellaneous benefits
received by Mr. Letzkus, the cost of which was less than 10% of his
compensation.
(2) Includes directors' fees of $2,750.
(Footnotes continued on next page)
(3) On April 15, 1998, Mr. Letzkus was awarded 6,342 common shares under
the RRP. Mr. Letzkus paid no consideration for the RRP shares. The RRP
shares will become earned and nonforfeitable at the rate of one-fifth
per year on the anniversary of the date of the award, beginning April
15, 1999, assuming continued employment with, or service on the Board
of Directors of, Bridgeport. The aggregate market value of the shares
awarded to Mr. Letzkus under the RRP on April 15, 1998, determined by
reference to the closing bid for shares of OSFS on the OTC Bulletin
Board on such date, was $107,814. At December 31, 1998, the aggregate
market value of the shares awarded to Mr. Letzkus was $76,104 based on
the closing bid of OSFS' common shares. In addition, dividends and
other distributions paid on RRP shares and earnings on such dividends
and distributions are distributed to Mr. Letzkus according to the
vesting schedule.
(4) Represents the number of common shares of the OSFS underlying options
granted to Mr. Letzkus under the Stock Option Plan.
(5) Consists of the aggregate value as of December 31, 1998, of the 2,032
shares allocated to Mr. Letzkus' ESOP account and compensation of
$1,845 for unused sick time.
STOCK OPTIONS
The following table sets forth information regarding all grants of
options to purchase common shares of OSFS made to Mr. Letzkus during the fiscal
year ended December 31, 1998:
-7-
<PAGE> 10
<TABLE>
<CAPTION>
Option/SAR Grants In Last Fiscal Year
Individual Grants
----------------------------------------------------------------------------------------------
Number of % Of Total
Securities Options/SARs Granted Exercise or
Underlying Options/ to Employees in Base
Name SARs Granted (#) 1998 Fiscal Year Price ($/Share) Expiration Date
- ---- ------------------- --------------------- --------------- ---------------
<S> <C> <C> <C> <C>
Jon W. Letzkus 15,854 (1) 35.7% $17.375 April 15, 2009
</TABLE>
- ----------------------------
(1) The option was granted on April 15, 1998. If the shareholders approve
the amendments to the Stock Option Plan, the option will be exercisable
with respect to 5,285 shares on April 15, 1999, 5,285 shares on April
15, 2000, and 5,284 shares on April 15, 2001.
The following table sets forth information regarding the number and
value of unexercised options held by Mr. Letzkus at December 31, 1998:
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and 12/31/98 Option/SAR Values
----------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercisable
Shares Options/SARs at "In The Money"
Acquired on Value 12/31/98(#) Options/
Name Exercise(#) Realized($) Exercisable/Unexercisable SARs at 6/30/97(#)(1)
- ---- ----------- ----------- ------------------------- ---------------------
<S> <C> <C> <C> <C>
Jon W . Letzkus -0- N/A -0-/15,854 N/A
</TABLE>
- ---------------------------
(1) On December 31, 1998, the fair market value of the unexercised option
shares granted pursuant to the Stock Option Plan did not exceed the per
share exercise price of the option.
DIRECTOR COMPENSATION
Each director of OSFS receives a fee of $500 per quarterly meeting of
the Board of Directors. Each director of Bridgeport who is not a full-time
employee of Bridgeport receives a fee of $250 per meeting of the Board of
Directors attended with three paid absences. OSFS and Bridgeport do not pay
committee fees.
EMPLOYMENT AGREEMENT
Mr. Letzkus and Bridgeport are parties to an employment agreement with
an expiration date of 2001 (the "Employment Agreement"). The Employment
Agreement provides for a salary of not less than $78,500 and performance reviews
by the Board of Directors not less often than annually, at which time the
Employment Agreement may be extended for an additional one year. The Employment
Agreement also provides for the inclusion of Mr. Letzkus in any formally
established employee benefit, bonus, pension, and profit-sharing plans for which
senior management personnel are eligible and for vacation and sick leave in
accordance with Bridgeport's prevailing policies.
-8-
<PAGE> 11
The Employment Agreement is terminable by Bridgeport at any time. In
the event of termination by Bridgeport for "just cause," as defined in the
Employment Agreement, Mr. Letzkus has no right to receive any compensation or
other benefits for any period after such termination. In the event of
termination by Bridgeport other than for just cause, at the end of the term of
the Employment Agreement or in connection with a "change of control," as defined
in the Employment Agreement, Mr. Letzkus is entitled to a continuation of salary
payments for a period of time equal to the term of the Employment Agreement and
a continuation of benefits substantially equal to those being provided at the
date of termination of employment until the earliest to occur of the end of the
term of the Employment Agreement or the date on which Mr. Letzkus becomes
employed full-time by another employer.
The Employment Agreement also contains provisions with respect to the
occurrence within one year of a "change of control" of (1) the termination of
employment of Mr. Letzkus for any reason other than just cause, retirement, or
termination at the end of the term of the agreement, or (2) a constructive
termination resulting from change, without Mr. Letzkus' written consent, in the
capacity or circumstances in which Mr. Letzkus is employed or a material
reduction in his responsibilities, authority, compensation, or other benefits
provided under the Employment Agreement. In the event of any such occurrence,
Mr. Letzkus is entitled to payment of an amount equal to two times Mr. Letzkus'
annual compensation immediately preceding the termination of his employment. In
addition, Mr. Letzkus is entitled to continued coverage under all benefit plans
until the earliest of the end of the term of the Employment Agreement or the
date on which he is included in another employer's benefit plans as a full-time
employee. The maximum which Mr. Letzkus may receive, however, is limited to an
amount which will not result in the imposition of a penalty tax under Section
280G(b)(3) of the Code. "Control," as defined in the Employment Agreement,
generally refers to the acquisition by any person or entity of the ownership or
power to vote 10% or more of the voting stock of Bridgeport or OSFS, the control
of the election of a majority of the directors of Bridgeport or OSFS, or the
exercise of a controlling influence over the management or policies of
Bridgeport or OSFS.
PROPOSAL TWO - APPROVAL OF AMENDMENTS TO THE
OHIO STATE FINANCIAL SERVICES, INC. 1998 STOCK OPTION AND INCENTIVE PLAN
AMENDED STOCK OPTION PLAN
The Board of Directors of OSFS amended the Stock Option Plan on
February 22, 1999, and is presenting the amendments for approval to the OSFS
shareholders at the 1999 Annual Meeting. The Stock Option Plan was originally
adopted by the shareholders on April 15, 1998. The Board of Directors determined
that it was in the best interests of OSFS and Bridgeport to amend the Stock
Option Plan to provide for the acceleration of the vesting of options following
a change in control of OSFS or Bridgeport and to reduce the vesting period of
options from five years to three years.
As of March 1, 1999, options to purchase 54,540 common shares of OSFS
have been granted and 8,877 shares remain available for future grants of
options.
The purposes of the Stock Option Plan include retaining and providing
incentives to the directors, managerial and other employees of OSFS and any
subsidiary by facilitating the purchase of a stock interest in OSFS.
-9-
<PAGE> 12
The following is a summary of the terms of the Stock Option Plan.
Except for the vesting of options, the terms of the Stock Option Plan, as
amended, are identical to the terms when the Stock Option Plan was adopted by
the OSFS shareholders on April 15, 1998. The amendments to the Stock Option Plan
will not alter the exercise price of, or increase the number of shares subject
to, any outstanding options. Additionally, the number of shares available for
stock option grants will not be changed by the amendments.
ADMINISTRATION AND ELIGIBILITY. The Stock Option Plan will be
administered by a committee composed of at least three directors of OSFS who are
not employees of OSFS or any subsidiary of OSFS (the "Stock Option Committee").
The Stock Option Committee may grant options under the Stock Option Plan at such
times as it deems most beneficial to OSFS and its subsidiaries on the basis of
the individual participant's position, duties and responsibilities, the value of
their services to OSFS and any subsidiary and any other factors the Stock Option
Committee may deem relevant. Pursuant to the terms of the Stock Option Plan, no
employee may receive options to purchase more than 25% of the shares which may
be subject to options pursuant to the Stock Option Plan, and directors who are
not employees of OSFS or any subsidiary may not receive options to purchase more
than 5% of such shares individually or 30% in the aggregate.
Without further approval of the shareholders, the Board of Directors
may at any time terminate the Stock Option Plan or may amend it from time to
time in such respects as the Board of Directors may deem advisable, except that
the Board of Directors may not, without the approval of the shareholders, make
any amendment which would (a) increase the aggregate number of common shares
which may be issued under the Stock Option Plan (except for adjustments to
reflect certain changes in the capitalization of OSFS), (b) materially modify
the requirements as to eligibility for participation in the Stock Option Plan,
or (c) materially increase the benefits accruing to participants under the Stock
Option Plan. Notwithstanding the foregoing, the Board of Directors may amend the
Stock Option Plan to take into account changes in applicable securities, federal
income tax and other applicable laws.
OPTION TERMS. Options granted to the officers and employees under the
Stock Option Plan may be "incentive stock options" ("ISOs") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or
may be options which do not qualify under Section 422 of the Code
("Non-Qualified Stock Options"). Options granted under the Stock Option Plan to
directors who are not employees of OSFS or Bridgeport will be Non-Qualified
Stock Options.
The exercise price of each option granted under the Stock Option Plan
will be determined by the Stock Option Committee at the time the option is
granted; provided, however, that the exercise price of an option may not be less
than 100% of the fair market value of the shares on the date of the grant. In
addition, the exercise price of an ISO may not be less than 110% of the fair
market value of the shares on the date of the grant if the recipient owns more
than 10% of the outstanding common shares of OSFS. The Stock Option Committee
will fix the term of each option, except that an ISO will not be exercisable
after the expiration of ten years from the date it is granted; provided,
however, that if a recipient of an ISO owns a number of shares representing more
than 10% of OSFS shares outstanding at the time the ISO is granted, the term of
the ISO will not exceed five years. If the fair market value of shares awarded
pursuant to ISOs that are exercisable for the first time during any calendar
year by a participant under the Stock Option Plan exceeds $100,000, the ISOs
will be considered Non-Qualified Stock Options to the extent of such excess.
-10-
<PAGE> 13
Options granted under the original Stock Option Plan and the Stock
Option Plan will become exercisable at a rate of one-third on each of the first
three anniversaries of the date of the award. An option recipient cannot
transfer or assign an option other than by will or in accordance with the laws
of descent and distribution. Termination of an option recipient's employment for
cause, as defined in the Stock Option Plan, will result in the termination of
any outstanding exercisable options. Any options which have not yet become
exercisable will terminate upon the resignation, removal or retirement of a
director of OSFS or Bridgeport, or upon the termination of employment of an
officer or employee of OSFS or Bridgeport. Notwithstanding the foregoing, the
Stock Option Plan, as amended, provides that in the event of the death or
disability of a recipient or a change in control of OSFS or Bridgeport, options
will become fully vested and immediately exercisable.
OSFS will receive no monetary consideration for the granting of options
under the Stock Option Plan. Upon the exercise of options, OSFS will receive
payment of cash or, if acceptable to the Stock Option Committee, common shares
of OSFS or outstanding awarded stock options. The market value of the common
shares underlying the options reserved for the Stock Option Plan, including
options which have already been granted, is approximately $753,000, based upon
the number of shares reserved, multiplied by the $11.875 per share closing bid
of OSFS shares on March 1, 1999, as quoted on the OTC Bulletin Board.
TAX TREATMENT OF INCENTIVE STOCK OPTIONS. An optionee who is granted an
ISO will not recognize taxable income either on the date of grant or on the date
of exercise, although the difference between the fair market value of the shares
at the time of exercise and the exercise price is a tax preference item
potentially subject to the alternative minimum tax.
Upon disposition of shares acquired from the exercise of an ISO,
capital gain or loss is generally recognized in an amount equal to the
difference between the amount realized on the sale or disposition and the
exercise price. However, if the optionee disposes of the shares within two years
of the date of grant or within one year from the date of the issuance of the
shares to the optionee (a "Disqualifying Disposition"), then the optionee will
recognize ordinary income, as opposed to capital gain, at the time of
disposition. In general, the amount of ordinary income recognized will be equal
to the lesser of (i) the amount of gain realized on the disposition, or (ii) the
difference between the fair market value of the shares received on the date of
exercise and the exercise price. Any remaining gain or loss is treated as a
short-term, mid-term or long-term capital gain or loss, depending upon the
period of time the shares have been held.
OSFS will not be entitled to a tax deduction upon either the exercise
of an ISO or the disposition of shares acquired pursuant to such exercise,
except to the extent that the optionee recognizes ordinary income in a
Disqualifying Disposition. Ordinary income from a Disqualifying Disposition will
constitute compensation but will not be subject to tax withholding, nor will it
be considered wages for payroll tax purposes.
If the holder of an ISO pays the exercise price, in whole or in part,
with previously acquired shares, the exchange should not affect the ISO tax
treatment of the exercise. Upon such exchange, and except for Disqualifying
Dispositions, no gain or loss is recognized by the optionee upon delivering
previously acquired shares to OSFS, and shares received by the optionee equal in
number to the previously acquired common shares exchanged therefor will have the
same basis and holding period for
-11-
<PAGE> 14
long-term or mid-term capital gain purposes as the previously acquired shares.
(The optionee, however, will not be able to utilize the prior holding period for
the purpose of satisfying the ISO statutory holding period requirements for
avoidance of a Disqualifying Disposition.) Shares received by the optionee in
excess of the number of shares previously acquired will have a basis of zero and
a holding period which commences as of the date the shares are transferred to
the optionee upon exercise of the ISO. If an ISO is exercised using shares
previously acquired through the exercise of an ISO, the exchange of such
previously acquired shares will be considered a disposition of such shares for
the purpose of determining whether a Disqualifying Disposition has occurred.
TAX TREATMENT OF NON-QUALIFIED STOCK OPTIONS. A recipient of a
Non-Qualified Stock Option does not recognize taxable income on the date of
grant of the option, provided that the option does not have a readily
ascertainable fair market value at the time it is granted. In general, the
optionee must recognize ordinary income at the time of exercise of a
Non-Qualified Stock Option in the amount of the difference between the fair
market value of the shares on the date of exercise and the option exercise
price. The ordinary income recognized will constitute compensation for which tax
withholding by OSFS generally will be required. The amount of ordinary income
recognized by an optionee will be deductible by OSFS in the year that the
optionee recognizes the income if OSFS complies with any applicable withholding
requirement.
If the sale of the shares could subject the optionee to liability under
Section 16(b) of the Securities Exchange Act of 1934, the optionee generally
will recognize ordinary income only on the date that the optionee is no longer
subject to such liability in an amount equal to the fair market value of the
shares on such date less the option exercise price. Nevertheless, the optionee
may elect under Section 83(b) of the Code, within 30 days of the date of
exercise, to recognize ordinary income as of the date of exercise, without
regard to the restriction of Section 16(b).
Shares acquired upon the exercise of a Non-Qualified Stock Option will
have a tax basis equal to their fair market value on the exercise date or other
relevant date on which ordinary income is recognized, and the holding period for
the shares generally will begin on the date of exercise or such other relevant
date. Upon subsequent disposition of the shares, the optionee will recognize
long-term capital gain or loss if the optionee has held the shares for more than
eighteen months prior to disposition, mid-term capital gain or loss if the
optionee has held the shares for at least one year but less than eighteen months
prior to disposition, or short-term capital gain or loss if the optionee has
held the shares for one year or less prior to disposition.
If an optionee with a Non-Qualified Stock Option pays the exercise
price, in whole or in part, with previously acquired shares, the optionee will
recognize ordinary income in the amount by which the fair market value of the
shares received exceeds the exercise price. The optionee will not recognize gain
or loss upon delivering such previously acquired shares to OSFS. Shares received
by an optionee equal in number to the previously acquired shares exchanged
therefor will have the same basis and holding period as such previously acquired
shares. Shares received by an optionee in excess of the number of such
previously acquired shares will have a basis equal to the fair market value of
such additional shares as of the date ordinary income is recognized. The holding
period for such additional shares will commence as of the date of exercise or
such other relevant date.
SHAREHOLDER VOTE. The terms of the Stock Option Plan require that any
amendment to the Stock Option Plan which materially increases the benefits
accruing to participants must be approved by the
-12-
<PAGE> 15
shareholders. If shareholders fail to approve the amendments to the Stock Option
Plan, the original Stock Option Plan will remain in full force and effect.
THE BOARD OF DIRECTORS OF OSFS RECOMMENDS THAT THE SHAREHOLDERS OF OSFS
APPROVE THE AMENDMENTS TO THE STOCK OPTION PLAN.
PROPOSAL THREE - APPROVAL OF THE AMENDMENT TO THE BRIDGEPORT
SAVINGS AND LOAN ASSOCIATION MANAGEMENT RECOGNITION AND RETENTION
PLAN AND TRUST
AMENDED RRP
GENERAL. The Board of Directors of OSFS amended the RRP on February 22,
1999, and is presenting the amendments for approval by the OSFS shareholders at
the 1999 Annual Meeting. The RRP was originally adopted by the shareholders on
April 15, 1998. The Board of Directors determined that it was in the best
interests of OSFS and Bridgeport to amend the RRP to provide for the
acceleration of the vesting of RRP awards following a change in control of OSFS
or Bridgeport.
As of March 31, 1999, awards for 21,940 common shares of OSFS have been
granted to directors and employees of Bridgeport and 3,427 common shares remain
available for future awards.
Bridgeport has adopted the RRP to compensate its directors and
employees for services to OSFS and Bridgeport in a manner which will provide
these persons with an additional incentive to strive for the success of
Bridgeport and OSFS. Bridgeport has contributed sufficient funds to enable the
RRP to purchase up to 25,367 shares of OSFS.
The following is a summary of the terms of the RRP. Except for the
vesting of awards, the terms of the RRP, as amended, are identical to the terms
when the RRP was adopted by the OSFS shareholders on April 15, 1998. The
amendment to the RRP will not increase the number of shares subject to any
outstanding RRP awards. Additionally, the number of shares available for awards
will not be changed by the amendment.
ADMINISTRATION AND ELIGIBILITY. The RRP will be administered by a
committee composed of at least three directors of Bridgeport (the "RRP
Committee"). The RRP Committee will determine which directors and employees of
Bridgeport and OSFS will be awarded shares under the RRP and the number of
shares awarded; provided, however, that the terms of the RRP provide that the
aggregate number of shares covered by awards to any one employee may not exceed
25% of the shares held pursuant to the RRP and directors who are not employees
of Bridgeport may not receive more than 5% of such shares individually or 30% in
the aggregate.
TERMS. Unless the RRP Committee specifically states a longer period of
time when an award of shares is made, one-fifth of such shares will become
earned and non-forfeitable on each of the first five anniversaries of the date
of the award. Until shares awarded are earned by the participant, such shares
will be forfeited in the event that the participant ceases to be either a
director or an employee of Bridgeport, except that in the event of the death or
disability of a participant all of the participant's awarded shares will be
deemed to be earned and nonforfeitable.
-13-
<PAGE> 16
The shares, together with any cash dividends or distributions paid
thereon, will be distributed as soon as practicable after they are earned. A
participant may direct the voting of all shares which have been earned but have
not yet been distributed to him or her. Shares that have been awarded, but not
earned, may not be transferred.
TAX TREATMENT OF SHARES AWARDED UNDER THE RRP. Persons receiving shares
under the RRP generally will not recognize income upon the award of such shares,
but will recognize ordinary income when and to the extent the restrictions on
such shares lapse, in an amount equal to the fair market value of the shares at
the time such restrictions lapse plus the amount of any dividends distributed to
the participant with respect to such shares. If applicable withholding
requirements are satisfied, Bridgeport will be entitled to a deduction each year
in an amount equal to the income, if any, recognized by participants for such
year.
Under Section 83(b) of the Code, a participant may elect, within 30
days after the shares are awarded, to recognize ordinary income on the date the
shares are awarded based on the fair market value of the shares on such date. If
the election is made, Bridgeport would be entitled to a deduction for an
equivalent amount. A participant making such an election will have a tax basis
in the shares equal to the amount of ordinary income recognized, and the
participant's holding period for capital gains purposes for such shares will
commence on the date the shares are awarded. If a Section 83(b) election is
made, however, and the shares are subsequently forfeited, the participant will
not be entitled to either a deduction of the amount previously recognized as
income with respect to such shares or a refund of any tax paid thereon.
THE BOARD OF DIRECTORS OF OSFS RECOMMENDS THAT THE SHAREHOLDERS OF OSFS
APPROVE THE AMENDMENTS TO THE RRP.
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected S. R. Snodgrass as the auditors of
OSFS for the current fiscal year and recommends that the shareholders ratify the
selection. Management expects that a representative of S. R. Snodgrass will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she so desires and will be available to respond to appropriate questions.
PROPOSALS OF SHAREHOLDERS AND OTHER MATTERS
Any proposals of shareholders intended to be included in the proxy
statement of OSFS for the 2000 Annual Meeting of Shareholders should be sent to
OSFS by certified mail and must be received by OSFS not later than November 19,
1999. Any proposals of shareholders to be presented at the 2000 Annual Meeting
but which are not included in the proxy materials related to that meeting, must
be received by February 2, 2000, or else the proxies designated by the Board of
Directors of OSFS for the 2000 Annual Meeting of Shareholders of OSFS may vote
in their discretion on any such proposal any shares for which they have been
appointed proxies without mention of such matter in the proxy statement or on
the proxy card for such meeting.
-14-
<PAGE> 17
Management knows of no other business which may be brought before the
Annual Meeting. It is the intention of the persons named in the enclosed Proxy
to vote such Proxy in accordance with their best judgment on any other matters
which may be brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED RETURN ENVELOPE.
By Order of the Board of Directors
Bridgeport, Ohio Jon W. Letzkus, President
March 12, 1999
-15-
<PAGE> 18
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OHIO STATE FINANCIAL SERVICES, INC.
OHIO STATE FINANCIAL SERVICES, INC. 1999 ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1999
The undersigned shareholder of Ohio State Financial Services, Inc.
("OSFS") hereby constitutes and appoints Marianne Doyle and Sherri Yarbrough, or
either one of them, as the Proxy or Proxies of the undersigned with full power
of substitution and resubstitution, to vote at the Annual Meeting of
Shareholders of OSFS to be held at the McClure Hotel, 1200 Market Street,
Wheeling, West Virginia 26003, on April 21, 1999, at 1:00 p.m. local time (the
"Annual Meeting"), all of the shares of OSFS which the undersigned is entitled
to vote at the Annual Meeting, or at any adjournment thereof, on each of the
following proposals, all of which are described in the accompanying Proxy
Statement:
1. The election of five directors for terms expiring in 2000:
FOR all nominees WITHHOLD authority to
listed below vote for all nominees
(except as marked to the listed below:
contrary below):
John O. Costine
Anton M. Godez
Jon W. Letzkus
William E. Reline
Manuel C. Thomas
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- -------------------------------------------------------------------------------
2. The approval of the amendments to the Ohio State Financial Services,
Inc. 1998 Stock Option and Incentive Plan to provide for the
acceleration of the vesting of options following a change of control of
OSFS or Bridgeport Savings and Loan Association and to reduce the
vesting period of options from five years to three years..
3. The approval of the amendments to the Bridgeport Savings and Loan
Association Recognition and Retention Plan and Trust Agreement to
provide for the acceleration of the vesting of awards following a
change of control of OSFS or Bridgeport Savings and Loan Association.
4. The ratification of the selection of S. R. Snodgrass, A.C., as the
auditors of OSFS for the current fiscal year.
<PAGE> 19
FOR AGAINST ABSTAIN
5. In their discretion, upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
The Board of Directors recommends a vote "FOR" the nominees and the
proposals listed above.
This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. Unless otherwise specified, the
shares will be voted FOR proposals 1, 2, 3 and 4.
All Proxies previously given by the undersigned are hereby revoked.
Receipt of the Notice of the 1999 Annual Meeting of Shareholders of OSFS and of
the accompanying Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should give
their full titles.
- ---------------------------- ------------------------------
Signature Signature
- ---------------------------- ------------------------------
Print or Type Name Print or Type Name
Dated: _____________________ Dated: _______________________
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE IS REQUIRED FOR MAILING IN THE U.S.A.
