<PAGE>
PRELIMINARY COPY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registration [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
First Financial Corporation
__________________________________________________
(Name of Registrant as Specified In Its Charter)
__________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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: *1
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
*1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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>
PRELIMINARY COPY
FIRST FINANCIAL CORPORATION
First Financial Center
1305 Main Street
Stevens Point, WI 54481
(715) 341-0400
March 21, 1994
Dear Stockholder:
The 1994 annual meeting of stockholders of First Financial
Corporation is to be held on April 20, 1994, at 10:00 a.m. at the
Holiday Inn, 1501 North Point Drive, Stevens Point, Wisconsin
54481.
At this meeting you will be asked to vote, in person or by
proxy, on the election of four directors for three-year terms and
on the proposal to increase the number of authorized shares of
common stock from 30,000,000 to 75,000,000. A proxy statement
describing these proposals and providing other information about
First Financial Corporation is enclosed.
It is important that your shares be represented at the 1994
annual meeting, whether or not you are personally able to attend.
You are urged to complete, sign and mail the enclosed proxy card
as soon as possible.
Sincerely,
Robert S. Gaiswinkler
Chairman of the Board
<PAGE>
PRELIMINARY COPY
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
(715) 341-0400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 1994
NOTICE IS HEREBY GIVEN that the 1994 annual meeting of
stockholders (the "Annual Meeting") of First Financial
Corporation ("FFC") will be held on Wednesday, April 20, 1994, at
10:00 a.m., at the Holiday Inn, 1501 North Point Drive, Stevens
Point, Wisconsin 54481, for the following purposes:
(1) To elect four directors for a three-year term;
(2) To amend FFC's articles of incorporation to increase
the total number of authorized shares of common stock
from 30,000,000 to 75,000,000; and
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Pursuant to FFC's bylaws, the Board of Directors has fixed
the close of business on March 7, 1994 as the record date for the
determination of stockholders entitled to notice of and to vote
at the Annual Meeting. Only holders of record of FFC common
stock at the close of business on that date will be entitled to
notice of and to vote at the Annual Meeting or any adjournments
thereof.
In the event that there are not sufficient votes to approve
any one or more of the foregoing proposals at the time of the
Annual Meeting, the Annual Meeting may be adjourned in order to
permit further solicitation of proxies by FFC.
By order of the Board of
Directors of
FIRST FINANCIAL CORPORATION
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 21, 1994
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
WHETHER OR NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL
MEETING, PLEASE SIGN, DATE AND COMPLETE THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
<PAGE>
PRELIMINARY COPY
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
______________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1994
______________________
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This proxy statement is furnished to stockholders of First
Financial Corporation ("FFC") in connection with the solicitation
by the Board of Directors of FFC of proxies to be used at the
annual meeting of stockholders (the "Annual Meeting") to be held
on Wednesday, April 20, 1994, at 10:00 a.m., at the Holiday Inn,
1501 North Point Drive, Stevens Point, Wisconsin, and at any
adjournments thereof.
If the enclosed form of proxy is properly executed and
returned to FFC in time to be voted at the Annual Meeting, the
shares represented thereby will be voted in accordance with the
instructions marked thereon. Executed but unmarked proxies will
be voted: (i) FOR the election of each of the four nominees of
the Board of Directors to serve as directors until the 1997
annual meeting; and (ii) FOR the proposal to increase the total
number of authorized shares of common stock from 30,000,000 to
75,000,000. If any other matters are properly brought before
the Annual Meeting, proxies will be voted in the discretion of
the proxy holders. FFC is not aware of any such matters that are
proposed to be presented at its Annual Meeting.
The presence of a stockholder at the Annual Meeting will not
automatically revoke the stockholder's proxy. However,
stockholders may revoke a proxy at any time prior to its exercise
by filing with the secretary of FFC a written notice of
revocation, by delivering to FFC a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in
person.
The cost of soliciting proxies in the form enclosed herewith
will be borne by FFC. In addition to the solicitation of proxies
by mail, directors, officers and regular employees of FFC,
without extra remuneration, may solicit proxies personally, by
telephone, telegram, or otherwise. FFC may also utilize the
services of its transfer agent, Norwest Bank Minnesota, N.A., to
provide broker search and proxy distribution services at an
approximate cost of $1,100. FFC will request persons, firms and
corporations holding shares in their names or in the names of
their nominees, which are beneficially owned by others, to send
proxy material to and obtain proxies from the beneficial owners
and will reimburse the holders for their reasonable expenses in
doing so. It is anticipated that this proxy statement will be
mailed to stockholders on or about March 21, 1994.
The securities which can be voted at the Annual Meeting
consist of shares of common stock of FFC. Each share entitles
its owner to one vote on each matter presented to the
stockholders. The articles of incorporation and bylaws of FFC do
not authorize cumulative voting. The close of business on March
7, 1994 has been fixed by the Board of Directors as the record
date for the determination of stockholders entitled to vote at
the Annual Meeting. There were ________ record holders of FFC's
common stock on March 7, 1994 and the number of shares
outstanding as of that date was __________. The presence, in
person or by proxy, of at least a majority of the total number of
outstanding shares of common stock is necessary to constitute a
quorum at the Annual Meeting. Stockholders' votes will be
tabulated by the persons appointed by the Board of Directors to
act as inspectors of election for the Annual Meeting.
Abstentions will have the same effect as a negative vote as to
matters considered at the Annual Meeting. Broker nonvotes will
not be treated as a vote entitled to be cast at the Annual
Meeting.
<PAGE>
A copy of the Annual Report to Stockholders for the fiscal
year ended December 31, 1993 accompanies this proxy statement.
FFC is required to file an Annual Report on Form 10-K for its
fiscal year ended December 31, 1993 with the Securities and
Exchange Commission ("SEC"). Stockholders may obtain, free of
charge, a copy of the Annual Report on Form 10-K by writing to
First Financial Corporation, 1305 Main Street, Stevens Point,
Wisconsin 54481, Attention: Investor Relations.
STOCK OWNED BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 7,
1994 with respect to (i) persons known to FFC to be the
beneficial owners of more than five percent of FFC's outstanding
common stock, (ii) the amount of FFC's common stock beneficially
owned by each director of FFC and each of the five most highly
compensated executive officers of FFC or First Financial Bank,
FSB (the "Bank") whose cash compensation exceeded $100,000 during
1993 (such officers of FFC and the Bank collectively, the "named
executive officers") and (iii) the amount of FFC's common stock
owned by the directors and the executive officers as a group.
<TABLE>
<CAPTION>
Amount and Percentage of
Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership(a) Outstanding
(i)
<S> <C> <C>
Marshall & Ilsley Trust Company __________ ______
1000 North Water Street
Milwaukee, WI 53202 (b)
Fiduciary Management, Inc. __________ ______
225 East Mason street
Milwaukee, WI 53202 (c)
(ii)
Robert S. Gaiswinkler 77,696 *
Chairman of the Board of Directors
of FFC and the Bank
John C. Seramur 742,182 3.15
President, Chief Executive Officer
Chief Operating Officer and Director
of FFC and the Bank
Gordon M. Haferbecker 49,520 *
Director
James O. Heinecke 51,571 *
Director
Robert T. Kehr 37,480 *
Director
Paul C. Kehrer 102,120 *
Director
Robert P. Konopacky 87,200 *
Director
Dr. George R. Leach 43,156 *
Director
Ignatius H. Robers 24,400 *
Director
John H. Sproule 54,200 *
Director
Ralph R. Staven 165,216 *
Director
Norman L. Wanta 55,960 *
Director
Arlyn G. West 32,600 *
Director
Donald E. Peters 99,065 *
Executive Vice President
of the Bank
Robert M. Salinger 51,699 *
Secretary and General Counsel
of FFC and Executive Vice
President of the Bank
Harry K. Hammerling 31,703 *
Executive Vice President
of the Bank
(iii)
All directors and executive officers 1,732,987 7.35
as a group (17 persons)
____________ *Less than one percent
</TABLE>
<PAGE>
(a) In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, a person is deemed to be the
beneficial owner of a security for purposes of such Rule if
he or she has or shares voting power or investment power
with respect to such security or has the right to acquire
such ownership within 60 days of March 7, 1994. The table
includes shares owned jointly or directly by spouses,
controlled revocable trusts, other immediate family members
or others, and as to which the persons named in the table
possess shared voting and/or investment power as follows:
Mr. Seramur - 2,200 shares; Mr. Haferbecker - 7,120 shares;
Mr. Heinecke - 17,500 shares; Dr. G. R. Leach - 36,156
shares; Mr. Kehr - 18,480 shares; Mr. Kehrer - 95,920
shares; Mr. Konopacky - 25,000 shares; Mr. Robers - 17,900
shares; Mr. Staven - 161,216 shares; Mr. Wanta - 1,760
shares and Mr. Peters - 11,300 shares. The table also
includes 398,191 shares held in the Company's profit sharing
trust (based on the latest available information) for the
following: Mr. Seramur - 316,032 shares; Mr. Heinecke -
12,571 shares; Mr. Peters - 26,165 shares; Mr. Salinger -
23,830 shares; Mr. Hammerling - 19,593 shares; and
one executive officer - 14,449 shares. Except as otherwise
indicated, all other shares included in this table are held
by persons who have sole voting and investment power. The
table includes 280,869 shares subject to outstanding stock
options which are exercisable by current directors and
executive officers within 60 days from March 7, 1994.
(b) A Schedule 13G dated February ____, 1994 was filed by
Marshall & Ilsley Trust Company, Trustee for First Financial
Corporation Profit Sharing/401k Plan. According to the
Schedule 13G, Marshall & Ilsley Trust Company, Trustee for
First Financial Corporation Profit Sharing/401k Plan is an
Employee Benefit Plan, Pension Fund or Endowment Fund with
beneficial ownership and sole voting power over ______
shares of FFC common stock.
(c) A Schedule 13G dated February ____, 1994 has been filed by
Fiduciary Management, Inc. According to the Schedule 13G,
Fiduciary Management, Inc. is an investment advisor with
sole dispositive power over ______ shares of FFC common
stock and shared dispositive power over ______ shares of FFC
common stock.
<PAGE>
ELECTION OF DIRECTORS
(Item 1 on Proxy)
FFC's directors serve three-year terms which are staggered
to provide for the election of approximately one-third of the
Board of Directors each year. There are no arrangements or
understandings between FFC and any person pursuant to which that
person has been selected as a director or nominee except that
Robert S. Gaiswinkler was nominated as a director in 1988
pursuant to a merger agreement between FFC and National Savings
and Loan Association ("National Savings"). Mr. Gaiswinkler was
the president and chief executive officer of National Savings.
FFC acquired National Savings on March 31, 1988.
Unless otherwise instructed on the proxy, it is the
intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election of
directors of the four nominees listed below. The Board of
Directors believes that all such nominees will stand for election
and will serve if elected. However, if any person nominated by
the Board of Directors fails to stand for election or is unable
to accept election, proxies will be voted by the proxy holders
for the election of such other person or persons as the Board of
Directors may recommend. Assuming the presence of a quorum at
the Annual Meeting, directors will be elected by a plurality
vote.
Information as to Nominees and Continuing Directors
Set forth below is certain information with respect to the
nominees of the Board of Directors for election as directors at
the Annual Meeting and other directors whose terms do not expire
until subsequent annual meetings. All of the directors are also
members of the Board of Directors of the Bank. Mr. Seramur is
also chairman of the board of First Financial-Port Savings Bank,
FSB ("Port Savings"), another wholly owned savings bank
subsidiary of FFC.
<TABLE>
<CAPTION>
Age at
Nominees for December 31, Director For Term
Three-Year Terms 1993 Since(a) to Expire
<S> <C> <C> <C>
Robert S. Gaiswinkler (b)(d). . . . . . . 61 1974 1997
Gordon M. Haferbecker (c). . . . . . . . 81 1965 1997
Dr. George R. Leach (b)(e) . . . . . . . 69 1965 1997
John C. Seramur (b). . . . . . . . . . . . 51 1967 1997
Continuing Directors
James O. Heinecke . . . . . . . . . . . . . 63 1965 1995
Robert T. Kehr (b). . . . . . . . . . . . . 66 1980 1996
Paul C. Kehrer (d). . . . . . . . . . . . . 77 1945 1995
Robert P. Konopacky (b)(e). . . . . . . . . 70 1978 1996
Ignatius H. Robers (d)(e) . . . . . . . . . 60 1966 1995
John H. Sproule (b)(d). . . . . . . . . . . 66 1977 1995
Ralph R. Staven (b)(d) . . . . . . . . . . 72 1959 1996
Norman L. Wanta (b)(c)(e) . . . . . . . . . 71 1965 1995
Arlyn G. West (e) . . . . . . . . . . . . . 79 1965 1996
________
</TABLE>
(a) Date from which first elected to the Board of Directors of
one of the predecessor savings institutions to the Bank.
(b) Member of executive committee of Board of Directors of FFC
and the Bank.
(c) Member of stock option committee of Board of Directors of
FFC.
(d) Member of compensation committee of Board of Directors of
the Bank.
(e) Member of audit committee of Board of Directors of FFC.
<PAGE>
Robert S. Gaiswinkler is chairman of the board of both FFC and
the Bank. He was vice chairman of the board of both FFC and the
Bank during 1988. From 1977 through March 1988 he served as
president and chief executive officer of National Savings & Loan
Association which merged into the Bank at such time. He is past
chairman of the National Council of Community Bankers and former
member of the Advisory Committees of the Federal Home Loan Bank
Board and Federal National Mortgage Association. He is also a
past chairman and a member of the Board of Directors of Channels
10/36 Friends, Inc., a citizens group supporting public
broadcasting. Mr. Gaiswinkler also served as a member of the
State of Wisconsin Savings and Loan Review Board.
Gordon M. Haferbecker is presently retired. He was the Vice
Chancellor of the University of Wisconsin - Stevens Point from
1956 to 1974 and a professor of economics and business from 1956
to 1980. He also served as a labor arbitrator and traveling
professor through 1986.
Dr. George R. Leach is presently retired. Before retirement
in 1993, he practiced as an optometrist in Stevens Point,
Wisconsin since 1949. He served as a Fellow of the American
Academy of Optometry and a past president of the Wisconsin
Optometric Association.
John C. Seramur is president, chief executive officer and
chief operating officer of both FFC and the Bank. He is also the
chairman of Port Savings. He served as president and chief
executive officer of one of the predecessor institutions to the
Bank. He currently serves as a director of the Federal Home Loan
Bank of Chicago, a member of the Savings Association Insurance
Fund Industry Advisory Committee, and is past chairman of the
Wisconsin League of Financial Institutions.
James O. Heinecke previously served as a Regional Vice
President of the Bank. Mr. Heinecke was president of Home
Savings and Loan of LaCrosse from 1969 through 1983, when Home
Savings was merged into a predecessor institution of the Bank.
Robert T. Kehr is president of Kehr Brothers in Watertown,
Wisconsin. Kehr Brothers is a mechanical contractor specializing
in heating, air conditioning and plumbing. Kehr Brothers has
been in business since 1906. Mr. Kehr has been president of Kehr
Brothers since 1969.
Paul C. Kehrer was a chairman of the board and executive
officer of a predecessor institution of the Bank. Mr. Kehrer has
49 years of experience in the savings and loan industry. He has
served as the president of the Wisconsin Savings League (1981)
and as a member of the Advisory Council to the National
Association of Savings and Loan Supervisors, and was a director
of the Federal Home Loan Bank of Chicago from 1981 through 1985.
Robert P. Konopacky is the retired president of Mid-State
Photo, Inc., which was merged into a subsidiary of Fuqua
Industries. Mr. Konopacky was president of Mid-State
Distributors, a wholesale beverage distributor in Stevens Point,
Wisconsin, from 1974 through 1987.
Ignatius H. Robers is a professional engineer and registered
land surveyor. He is Senior Project Manager at Graef Anhalt
Schloemer and Associates Inc. in Burlington, Wisconsin. He also
owned and operated his own engineering and surveying firm, Robers
& Boyd, Inc., from 1963 through 1988, and served as Wisconsin
Regional Manager of Baxter & Woodman, Inc., a consulting civil
engineering and land surveying firm, from 1988 through 1992.
John H. Sproule has been retired from Envirex, Inc., a Rexnord
Company, since May 1, 1987 after more than 34 years of service to
Rexnord. He was President of Envirex, Inc., Waukesha, Wisconsin,
a manufacturer of water and waste water treatment equipment, from
1983 through October 1986. From 1978 until September 1983, he
was Executive Vice President and General Manager of Envirex, Inc.
<PAGE>
Ralph R. Staven served as chairman of the board of FFC and the
Bank from 1984 through 1988. He was also chairman of the board,
president and chief executive officer of predecessor savings
institutions to the Bank and was chief executive officer of FFC
and the Bank from 1984 through 1986. Mr. Staven has over 45
years of experience in the savings and loan industry. He has
served as president of the Wisconsin Savings League (1973), as
director of the Federal Home Loan Bank of Chicago (1973-1977),
and as the representative from the Chicago District on the
Federal Home Loan Bank Board Advisory Committee (1976-1979).
Norman L. Wanta is a retired attorney. From 1946 through
1982, he engaged in the general practice of law in the City of
Stevens Point and served as corporate counsel to one of the
predecessor savings institutions of the Bank for 17 years.
Arlyn G. West is presently retired. Mr. West performed fee
appraisals for a predecessor savings institution to the Bank
until November 1979. He was formerly in partnership with his
brother as owners and operators of West's Dairy in Stevens Point
for 26 years.
Management Recommends A Vote FOR The Election
Of The Board's Nominees For Directors
Compensation of Directors
Directors' Fees. The directors of FFC are paid $500 for each
FFC Board of Directors meeting attended, and as directors of the
Bank they receive a monthly retainer fee of $1,500 plus $800 for
each Bank Board of Directors meeting attended. Non-employee
directors of FFC and the Bank receive $400 ($700 for non-employee
chairmen) for each FFC or Bank committee meeting attended. Non-
employee directors who serve as members of the boards of the
Bank's subsidiaries receive $400 ($700 for non-employee chairmen)
for each subsidiary board meeting attended. In addition, Messrs.
Konopacky and Wanta received $24,450 and $88,216, respectively,
representing directors' fees from prior years paid in 1993.
Directors' Retirement Plan. The Board of Directors of FFC
adopted a directors' retirement plan ("Retirement Plan"),
effective November 18, 1992, which provides retirement benefits,
upon termination of service on the board, to directors who are
not employees pursuant to an employment agreement. The
Retirement Plan replaced and is substantially identical to an
earlier director's retirement plan of the Bank which had been in
effect since 1988. A nonemployee director of FFC, or a
designated advisory director, as defined in the Retirement Plan,
who has attained the age of 70 and has completed 10 or more years
of credited service on the board is entitled to a maximum monthly
retirement benefit equal to 1/12th of the annual director's
retainer fee, currently $1,500. Directors become vested in the
plan at a rate of 10% for each year of credited service on the
board, with full vesting occurring at 10 years. Retirement
benefits are decreased by 5% per year (to a maximum of 90%) for
each year a director's age at retirement is less than 70. An
employee director begins accumulating years of service for
Retirement Plan vesting purposes upon ceasing employment.
Monthly benefits continue for 180 months or until the director's
death, whichever first occurs. No death benefits are payable.
In 1993, a total of $96,600 was paid to seven retired directors
pursuant to the Retirement Plan.
In the event the Retirement Plan is terminated or modified to
diminish benefits, a retired director has the option of receiving
a lump sum equal to benefits payable before the modification or
termination, as calculated under the formula described in the
Retirement Plan. Retirement Plan benefits are paid directly by <PAGE>
FFC which is not required to segregate such payments on its
books. In the event a former director who is receiving
retirement benefits under the Retirement Plan becomes an employee
of the Bank or any of its affiliates, or returns to serve as a
non-employee director, payments under the Retirement Plan will be
suspended until such time as such employment is again terminated
or such non-employee director retires. Monthly retirement
benefits after such suspension of payments will be modified in
accordance with the formula described in the Retirement Plan.
Retired directors must be available for consultation and may not,
without the consent of FFC, serve as director, officer or
employee of any affiliated or unaffiliated institution or holding
company thereof.
The Retirement Plan provides that directors who are
involuntarily removed from the board within 24 months following a
change of control of the Bank or FFC will receive maximum monthly
Retirement Plan benefits without reduction on account of vesting
or age. A "change of control" of FFC will be deemed to have
occurred if (i) any person becomes the beneficial owner of 25% or
more of the total number of outstanding voting shares of FFC;
(ii) any person becomes the beneficial owner of 10% or more, but
less than 25%, of the total number of outstanding shares of FFC
if the Board of Directors of FFC determines that such beneficial
ownership constitutes or will constitute control of FFC; (iii)
any person (other than the person named as proxies solicited on
behalf of the Board of Directors of FFC) holds revocable or
irrevocable proxies, as to the election or removal of two or more
directors of FFC, for 25% or more of the total number of
outstanding voting shares of FFC; (iv) any person has commenced a
tender or exchange offer, or entered into an agreement or
received an option, to acquire beneficial ownership of 25% or
more of the total number of outstanding voting shares of FFC and
the Board of Directors of FFC determines that such action
constitutes or will constitute a change in control; (v) as a
result of, or in connection with, any cash tender or exchange
offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing
transactions, the persons who were directors of FFC before such
transaction shall cease to constitute at least two-thirds of the
Board of Directors of FFC or any successor institution; or (vi)
any person has received certain regulatory approvals to acquire
FFC. A "change in control" of the Bank will be deemed to have
taken place if FFC's beneficial ownership of the total number of
outstanding voting shares of the Bank is reduced to less than
50%.
Consulting Agreement. On January 1, 1993, FFC and Mr.
Gaiswinkler entered into a consulting and noncompetition
agreement pursuant to which FFC agreed to pay Mr. Gaiswinkler
$100,000 per year through December 31, 1997 together with medical
and dental insurance coverage until Mr. Gaiswinkler's 65th
birthday. No death benefits are payable. Under the agreement,
Mr. Gaiswinkler provides consulting services to FFC and
undertakes not to provide material assistance to any competitor
of during the term of the agreement or for three years
thereafter. The agreement may be terminated by FFC with or
without cause, but payments continue for the remaining term
unless Mr. Gaiswinkler is terminated for cause (as defined) or in
certain events specified by federal regulations.
Board of Director's Committees and Nominations by Stockholders
The Board of Directors of FFC acts as the nominating committee
for selecting the management nominees for election as directors,
and met once for that purpose in 1993. Except in the case of a
nominee substituted as a result of the death or other incapacity
of a management nominee, the bylaws of FFC require that the
nominating committee submit nominations to the secretary of FFC
at least 30 days prior to the date of the annual meeting. The
nominations of the nominating committee for the Annual Meeting
have already been submitted.
<PAGE>
Stockholders of FFC may nominate directors pursuant to timely
notice in writing to the secretary of FFC in accordance with
FFC's bylaws. To be timely, notice must be delivered to or
mailed to and received at the principal executive offices of FFC
not less than 30 days prior to the Annual Meeting; provided,
however, that if less than 45 days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice to be timely must be received by FFC not
later than the close of business on the 15th day following the
day on which notice of the date of the meeting was mailed or such
public disclosure was made. Public disclosure of the date of the
Annual Meeting was made February 16, 1994 by the issuance of a
press release. Under the bylaws, stockholder nominations for the
Annual Meeting are required to be received on or before March
21, 1994 in order to be timely. A stockholder's notice of
nomination must set forth certain information specified in
Article 3, section 3.5 of FFC's bylaws concerning each person the
stockholder proposes to nominate for election and the stockholder
giving the notice. The bylaws provide that no person shall be
elected as a director unless nominated in accordance with the
procedures set forth in the bylaws.
The Board of Directors of FFC has standing executive, audit
and stock option committees. The Board of Directors of the Bank
has standing executive and compensation committees. In 1993, the
FFC audit committee met four times and the FFC stock option
committee met twice. The FFC executive committee did not meet.
The Bank compensation committee met twice and the Bank executive
committee met three times during 1993.
The audit committee reviews the quarterly and annual financial
statements of FFC and the scope of the annual audit. It also
reviews regulatory compliance and the independent accountants'
letter to management concerning the effectiveness of FFC's
internal financial and accounting controls and management's
response to the letter. In addition, the committee reviews and
recommends to the Board of Directors the firm to be engaged as
FFC's independent accountants. The committee may also examine
and consider another matters relating to the financial affairs of
FFC as it determines appropriate.
The stock option committee has authority to administer FFC's
stock option plans and to grant options thereunder. The
compensation committee establishes compensation for directors,
reviews compensation for all officers on an annual basis and
reviews the combination of benefits offered to all employees of
the Bank.
The executive committees of FFC and the Bank are authorized to
exercise the powers of the boards of directors of FFC and the
Bank, respectively, between regular meetings of such boards. The
executive committee of the Bank also reviews the origination and
administration of large commercial real estate loans on a regular
basis.
During the year ended December 31, 1993, FFC's Board of
Directors held four regular meetings and one organizational
meeting. No incumbent director attended fewer than 75 percent of
the total number of meetings of the board of directors and the
total number of meetings held by all committees of the Board of
Directors on which he served.
MANAGEMENT COMPENSATION
Summary Compensation Table
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal
years to the Company's Chief Executive Officer and each of the
four most highly compensated executive officers whose cash
compensation exceeded $100,000, based on salary and bonus earned
during fiscal 1993. The Company does not have any stock
appreciation rights (SARs).
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
__________________________________ ____________
Securities
Underlying
Name and Principal Options/ All Other
Position Year Salary($) Bonus($)(a) SARs (#) Compensation($)(b)
<S> <C> <C> <C> <C> <C>
John C. Seramur
President, Chief Executive 1993 600,000 260,000 -0- 217,794(d)
Officer and Director of 1992 500,000 200,000 140,000 157,780
FFC and the Bank 1991 462,000 100,000 -0-
Donald E. Peters 1993 220,000 54,000 -0- 45,218(e)
Executive Vice 1992 180,000 45,000 70,000 30,326
President of the Bank 1991 145,000 22,113 -0-
Walter T. Koziol (c)
Vice President and
Treasurer of FFC and 1993 175,383 39,663 -0- 33,335(f)
Executive Vice 1992 150,000 37,500 52,000 31,440
President of the Bank 1991 120,000 19,500 -0-
Robert M. Salinger,
General Counsel and
Secretary of FFC and 1993 165,000 41,250 -0- 30,352(g)
Executive Vice 1992 135,000 33,750 52,000 26,774
President of the Bank 1991 115,000 18,688 -0-
Harry K. Hammerling 1993 145,000 36,250 -0- 30,352(h)
Executive Vice 1992 120,000 30,000 52,000 24,151
President of the Bank 1991 92,250 15,240 -0-
</TABLE>
_____________
(a) Reflects bonus earned in fiscal year regardless of when
received by the executive.
(b) Includes 1993 and 1992 information only (three year phase-
in).
(c) Mr. Koziol passed away on November 28, 1993.
(d) Consists of $30,000 in Company contributions to the Profit
Sharing Plan, $126,700 in Company contributions to the Executive
Profit Sharing Plan, $33,494 in Company-paid premiums for term
life insurance and for the Executive Supplemental Life Insurance
Plan, and $27,600 in directors' fees.
(e) Consists of $30,000 in Company contributions to the Profit
Sharing Plan, $14,866 in Company contributions to the Executive
Profit Sharing Plan, and $352 for Company-paid term life
insurance.
(f) Consists of $30,000 in Company contributions to the Profit
Sharing Plan, $2,983 in Company contributions to the Executive
Profit Sharing Plan, and $352 for Company-paid term life
insurance.
(g) Consists of $30,000 in Company contributions to the Profit
Sharing Plan, and $352 for Company-paid term life insurance.
(h) Consists of $30,000 in Company contributions to the Profit
Sharing Plan, and $352 for Company-paid term life insurance.
<PAGE>
Option Grants During 1993 Fiscal Year
No options or SARS were granted during fiscal 1993 to Mssrs.
Seramur, Peters, Koziol, Salinger or Hammerling.
Option Exercises during 1993 and Year End Option Values
The following table provides information related to options
exercised by the named executive officers during the 1993 fiscal
year and the number and value of options held at year end. The
Company does not have any SARs.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Options/SARs In-The-Money Options/
at FY-End (#) SARS at FY-End ($)(c)
_____________________________ _____________________________
Shares Acquired Value
Name on Exercise(#)(a) Realized($)(b) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
John C. Seramur 13,530 169,894 66,630 140,000 866,026 1,111,250
Donald E. Peters 2,000 25,312 26,000 70,000 344,063 555,625
Walter T. Koziol(d) 2,000 34,125 --- --- --- ---
Robert M. Salinger 5,161 69,196 14,839 52,000 192,935 404,000
Harry K. Hammerling 8,000 75,875 -0- 52,000 -0- 404,000
______________
</TABLE>
(a) Each of the options exercised during fiscal 1993 was held by
the named individual for a period of at least two years. All
share amounts adjusted for 2-for-1 stock split in March 1993.
(b) Value realized is calculated based on the difference between
the option exercise price and the market price of the underlying
FFC Common Stock on the date of exercise.
(c) Value is calculated based on the difference between the
option exercise price and the market price of the underlying FFC
Common Stock on December 31, 1993.
(d) Mr. Koziol passed away on November 28, 1993.
Employment and Change of Control Agreements, and Compensation
Pursuant to Plans
Employment Agreement. In February 1989, FFC and the Bank
entered into an employment agreement with John C. Seramur
pursuant to which he serves as president and chief executive
officer of FFC and the Bank. The initial term of the agreement
was through December 31, 1993, but the term of the agreement may
be extended upon the third and each subsequent anniversary of the
agreement for an additional year by both of the Board of
Directors of FFC and the Bank and has been so extended until
December 31, 1996. Mr. Seramur's current base salary under the
agreement is $650,000. The agreement provides, among other
things, for participation in stock options, profit sharing, group
life insurance, medical coverage, education and other retirement
or employee benefits applicable to executive personnel.
The agreement provides for termination for cause (as
defined) and in certain events specified by federal regulations.
The agreement is also terminable by the Bank without cause
whereupon Mr. Seramur would be entitled to the full amount of
salary remaining under the term of the agreement. The agreement
provides for payments to the employee in the event there is a
change in control of FFC or of the Bank (as defined in the
Directors' Retirement Plan -- see "Election of Directors --
Compensation of Directors -- Directors' Retirement Plan") if
employment is terminated involuntarily in connection with such
change of control other than for cause. Such termination
payments are also provided on a similar basis in connection with
a voluntary termination of employment following a change in
control. The amount of these payments equals three times Mr.
Seramur's average annual compensation which was includable in the
employee's gross income for federal income tax purposes with
respect to the five most recent taxable years ending prior to the
change in control, less one dollar. In 1994, such lump sum
payment would be $1,905,431.
<PAGE>
Change of Control Agreements. FFC and the Bank entered into
severance agreements with certain executive officers (the
"Severance Agreements") which provide for benefits only in the
event of termination of employment within 24 months following a
"change of control" (as defined in Director's Retirement Plan --
see "Election of Directors -- Compensation of Directors --
Directors' Retirement Plan"). The Severance Agreements also
provide for benefits if the officer resigns within 24 months
following a change of control for "good reason" as defined
therein, including reduction in compensation, benefits or
responsibilities, or relocation by more than 50 miles of the
primary worksite of the officer. Benefits under the Severance
Agreements are equal to twice the officer's average annual
compensation for the five taxable years preceding the change of
control. The Severance Agreements provide for no benefits in the
event the officer is terminated for cause (as defined), certain
events specified under federal regulations, or if the officer is
terminated without cause, dies, or becomes permanently disabled
prior to a change of control. The initial term of Severance
Agreements is for a three year period, commencing January 1989,
which may be extended upon the second and each subsequent
anniversary of the Severance Agreements for an additional year by
both of the boards of directors of FFC and the Bank. The
Severance Agreements have been extended through December 31,
1995. The executive officers who have entered into such
Severance Agreements are Mssrs. Peters, Salinger, Hammerling and
an officer of the Bank. In 1994, in the event of a change in
control resulting in a termination of employment, Mssrs. Peters,
Salinger, and Hammerling would receive $359,146, $293,406 and
$255,219, respectively, under the Severance Agreements.
Supplemental Executive Retirement Plan. Effective August 1,
1989, the Board of Directors of First Financial Bank adopted a
supplemental executive retirement plan (the "SER Plan") to
provide additional retirement benefits to certain key employees
selected by the compensation committee of the Bank. Currently,
the participants are Messrs. Seramur, Peters, Salinger,
Hammerling and one senior officer of the Bank. Under the SER
Plan, participants receive a monthly supplemental retirement
benefit equal to 60% of the participant's average monthly
compensation received during the three calendar years of
employment in which the participant's annual compensation was at
the highest level ("Highest Average Compensation") less 50% of
the participant's monthly primary social security benefit, and
less the monthly benefit payable under the participant's regular
employee profit sharing plan, and increased by three-fourths of a
percent (3/4%) for each year of service at the Bank in excess of
25 (the "Supplemental Benefit"). In the event the participant
retires after reaching the age of 55 and completion of ten years
of service with the Bank, but before reaching the age of 62, the
Supplemental Benefit will be decreased by 2.5% for each full or
partial year by which the commencement of payment precedes the
date of the participant's 62nd birthday. If a participant
terminates employment prior to retirement or death, the Highest
Average Compensation is multiplied by a fraction, the numerator
of which is the participant's actual years of service, not to
exceed 25, and the denominator of which is 25, prior to
calculation of the Supplemental Benefit, and benefit payments
commence on the first day of the month following the date on
which the participant attains age 62 (unless termination is on
account of total permanent disability, in which case benefit
payments commence immediately.) If the participant's employment
is terminated within 24 months following a change in control (as
defined in the Directors' Retirement Plan--see "Election of
Directors--Compensation of Directors--Directors' Retirement
Plan"), monthly benefits equal the actuarial equivalent of the
Supplemental Benefit, crediting the participant with seven years
of service or the participant's actual years of service,
whichever is greater. In the event a participant's employment
terminates due to disability, retirement, death or a change in
control, he is 100% vested in his Supplemental Benefit.
Otherwise, a participant will become partially vested after three
years of employment, with such vested percentage increasing until
fully vested after seven years of employment. However, if a
participant is terminated for cause as defined in the SER Plan,
both the participant and his beneficiary will forfeit any rights
to receive benefits under the SER Plan. In the event of the
participant's death while employed by the Bank, or after the
termination of employment but before benefits begin under the SER
Plan, the Bank will pay a survivor benefit to the participant's
beneficiaries approximately equal to the actuarial equivalent
lump sum present value of the participant's benefit under the SER
Plan. Supplemental benefits under the SER Plan are paid in the
form of a 10 year certain life annuity with payments continuing
to a participant's beneficiaries for the balance of the 10 year
period if the participant dies before receiving payments for 10
full years.
<PAGE>
The Bank has purchased life insurance on the executives who
participate in the SER Plan in amounts such that if assumptions
as to mortality experience, policy dividends and other factors
are realized, the benefits payable under those insurance policies
will reimburse to the Bank all premiums paid and pay the
participant all benefits under the SER Plan.
Based on most recent annual compensation levels, it is
estimated that the SER Plan would pay an annual retirement
benefit at age 62 to Messrs. Seramur, Peters, Salinger and
Hammerling of $______, $______, $______ and $______,
respectively.
Report of the Compensation and Stock Option Committees
The Company's compensation program is administered by the
compensation committee comprised of five nonemployee members of
the Bank's board of directors. All decisions by the committee
relating to the compensation of executive officers are reviewed
by the full board. In addition, the FFC stock option committee,
consisting of two disinterested nonemployee directors, makes all
decisions concerning stock option grants. The decisions of the
stock option committee are taken into account by the compensation
committee in the course of its analysis of appropriate
compensation levels.
The Company's executive compensation program provides
competitive levels of compensation designed to integrate pay with
the Company's annual and long term performance goals. Underlying
this objective are the following concepts: supporting an
individual pay-for-performance policy that differentiates
compensation levels based on corporate, business unit, and
individual performance; motivating key senior officers to achieve
strategic business objectives and rewarding them for that
achievement; providing compensation opportunities which are
competitive to those offered in the marketplace, thus allowing
the Company to compete for and retain talented executives who are
critical to the Company's long term success; and aligning the
interest of executives with the long term interests of the
Company's stockholders.
Executive compensation consists of four components: base
salary; annual incentive bonus; stock options; and executive
benefits.
Base Salary. Base salaries for executive officers were
reviewed in detail by the compensation committee at its November
1992 meeting. The committee compared the executives officers'
1992 base salaries with those paid to executives of companies
with assets of $2 to $5.9 billion as reflected in the 1992
Wyatt/Cole Financial Institutions Compensation Survey, which
showed that the executives' base salaries ranged from the 25th to
the 75th percentile for comparable positions other than CEO. The
committee concluded that FFC's executives should be positioned
nearer to the top of the comparison range based on the Company's
record 1992 performance, including growth in assets (up 21%),
income (up 73%), nonperforming assets (down 29%), return on
assets (up 36%), return on shareholder's equity (up 33%) and
earnings per share (up 79%). Based on these considerations, the
committee determined that 1993 base salaries for the named
executive officers should be increased by approximately 20% from
1992 levels.
Incentive Bonus. The bonus component is calculated upon a
formal written plan which has been in place since 1988. It is
structured to pay bonuses only upon fulfillment of predetermined
corporate, business unit, and individual goals. Annual bonus
payouts range from 10% of base pay for bank assistant vice
presidents to 40% for the CEO. Full bonus payouts are made only
if the company's core income targets are exceeded and all
business unit and individual goals are met. Extraordinary or
one-time earnings, or earnings based upon unbudgeted acquisition
activity, are not taken into account. Partial payouts of bonuses
are available if 80% or more of budgeted core profitability is
attained. The Company profit goal is aggressively set each year
and as a result bonus payouts from 1988 through 1991 were paid at
only partial levels even though record profits were achieved by
the Company in those years. At its November 1993 meeting the
compensation committee determined that bonuses for fiscal 1993
would be paid at full or nearly full levels based on the
Company's record core earnings which significantly exceeded
budgeted levels. In order to receive a full bonus payout, the
executive must have substantially accomplished his individual and
business unit goals, which varied from executive to executive.
<PAGE>
Stock Options. To encourage growth and shareholder value,
stock options are granted under the Company's option plans to key
management personnel who are in a position to make substantial
contributions to the long-term success of the Company. The
option committee believes that this focuses attention on managing
the Company from the perspective of an owner with an equity state
in the business. In view of the substantial increase in 1993
base salaries, as well as the number of options granted in prior
years to executive officers, the option committee determined that
proper incentives were already in place and therefore no further
options would be granted to executive officers during 1993.
Executive Benefits. Like all Company employees, the named
executive officers participate in the FFC Profit Sharing Plan.
In view of the Company's record profits, the compensation
committee made a 1993 year-end contribution to the Profit Sharing
Plan at a level near the maximum permitted by federal law. The
committee also provided benefits to several of the named
executive officers under the Executive Profit Sharing Plan as
reflected herein in the Summary Compensation Table at page 9. In
addition, the named executive officers receive all normal
employee fringe benefits as well as supplementary retirement
benefits designed to encourage them to remain with the Company
for a long-term basis. For example, the supplementary executive
life insurance and retirement plans provide for full benefits at
age 62 but contain provisions for substantial reductions in
benefits if an executive officer leaves the Company prior to
normal retirement age.
CEO Compensation. As noted above, the compensation
committee evaluated comparable survey data as well as the
Company's record performance when setting Mr. Seramur's 1993 base
salary. Based on the growth of the Company and the continued
improvements in all profitability measurements during fiscal
1992, as well as the substantial progress made in reducing
nonperforming assets (to 0.76% of assets) and improvement in the
efficiency ratio (which measures controllable overhead expenses
as a percentage of recurring income), the committee determined
that Mr. Seramur's base salary should be positioned in the upper
range of his peers to properly reflect the Company's standing.
As a result, the committee approved an increase in Seramur's base
salary to $600,000.
As noted, payment under the Company's Incentive Bonus Plan
is based on the accomplishment of individual and corporate goals.
Mr. Seramur's individual goals were established at the beginning
of 1993 relating to company profitability, return on equity,
return on assets, and dividends paid to stockholders. The goals
established by the committee were consistent with the stated
corporate goals reflected in the Company's Annual Report to
Shareholders. It was determined that all of the individual and
corporate goals had been substantially met, and therefore a full
payout of 40% of base salary ($240,000) would be made to Mr.
Seramur. Since net income goals were exceeded by a significant
margin in 1993, the committee also approved a discretionary bonus
(available under the Plan) of $20,000 to reflect the increased
results.
The compensation committee believes Mr. Seramur's leadership
has positioned the Company as an industry leader and it has
established its compensation package accordingly. The committee
believes the package is competitive with other industry leaders
and appropriately rewards Mr. Seramur for the results he has
achieved.
Respectfully submitted,
Option Committee Compensation Committee
_________________________ _________________________
Norman L. Wanta, Chairman John H. Sproule, Chairman
Gordon M. Haferbecker Robert S. Gaiswinkler
Paul C. Kehrer
Ignatius H. Robers
Ralph R. Staven
<PAGE>
Compensation Committee Interlocks and Inside Participation
Certain members of the compensation committee are former
officers of the Bank or predecessors of the Bank. Compensation
committee members Paul C. Kehrer, Ralph R. Staven and Robert S.
Gaiswinkler formerly served as officers of the Bank or
predecessors to the Bank prior to 1985, 1988 and 1993,
respectively.
Stock Performance Chart
The following chart compares the yearly percentage change in
the cumulative total stockholder return on the Company's Common
Stock during the five fiscal years ended December 31, 1993 with
the cumulative total return on the S&P 500 Index and the S & P
Financial Index. The comparison assumes $100 was invested on
December 31, 1988 in the Company's Common Stock and in each of
the foregoing indices and assumes reinvestment of dividends.
[Stock Performance Chart shows the following
performance graph plot points:]
First FinancialS&P Financial S&P 500
Year Corporation Index Index
1988 100 100 100
1989 130 132 132
1990 94 104 127
1991 207 157 166
1992 429 193 179
1993 625 215 197
Officer, Director, and Employee Mortgages
First Financial Bank offers loans to its officers,
directors, and employees. Loans are made under substantially the
same terms and conditions as those prevailing at the time for
comparable transactions with non-affiliated persons. Pursuant to
the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA"), which became effective on August 9, 1989,
loans made by the Bank to its executive officers and directors
must comply with the requirements of Section 22(h) of the Federal
Reserve Act. Among other things, Section 22(h) prohibits the
Bank from making a loan to any executive officer or director on
preferential terms, i.e., terms that would not be offered to an
unaffiliated borrower of comparable credit standing seeking a
comparable loan. The management of the Bank believes that all
loans to FFC's directors and executive officers have been made in
the ordinary course of business and do not involve more than the
normal risk of collectibility nor present other unfavorable terms
and are in compliance with applicable regulatory requirements.
<PAGE>
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
(Item 2 on Proxy)
As set forth in Article 4 of FFC's Articles of
Incorporation, the capital stock which the Company currently has
authority to issue consists of 30,000,000 shares of common stock,
par value $1.00 per share, and 3,000,000 shares of serial
preferred stock, par value $1.00 per share. The proposed
amendment to Article 4 is to increase the number of authorized
shares of common stock to 75,000,000 shares. Such increase will
be effected by amending the first sentence of Article 4 of FFC's
Articles of Incorporation to read as follows:
"The total number of shares of all classes of the
capital stock which the Corporation has authority to
issue is seventy-eight million (78,000,000) of which
seventy-five million (75,000,000) shall be common
stock, $1.00 par value per share, amounting in the
aggregate to seventy-five million dollars
($75,000,000), and three million (3,000,000) shall be
serial preferred stock, $1.00 par value per share,
amounting in the aggregate to three million dollars
($3,000,000)."
Of the 30,000,000 presently authorized shares of common
stock, 23,586,827 shares were outstanding on December 31, 1993
and 784,500 shares were reserved for issuance under the FFC Stock
Option Plan, as amended. In addition, approximately _______
shares of common stock were issued on or about February 25, 1994
in connection with FFC's acquisition of NorthLand Bank of
Wisconsin, S.S.B. Accordingly, approximately _______ shares
remained available for issuance. No shares of serial preferred
stock are outstanding.
Although FFC has no present intention of issuing additional
shares of common stock, the board of directors believes that the
increased number of authorized shares of common stock will
benefit FFC by making a sufficient number of shares available in
the future for use in connection with possible stock dividends or
stock splits, the raising of additional capital through a
potential underwritten public offering, and possible future
mergers or acquisitions. The unissued and unreserved shares of
common stock will be available for issue for any proper corporate
purpose, as authorized from time to time by the board of
directors, without further approval by the stockholders of FFC
unless otherwise required by law or the rules of the National
Association of Securities Dealers, Inc. ("NASD") or any stock
exchange on which the Company's securities may then be listed.
The current rules of the NASD require stockholder approval by
issuers of NASDAQ National Market System designated securities,
on which the Company's common stock is currently traded, as to
the issuance of shares of common stock or securities convertible
into common stock in several instances, including stock option or
purchase plans for directors or officers where the securities
that may be issued exceed the lesser of 1% of the number of
shares of common stock, 1% of the voting power outstanding or
25,000 shares, actions resulting in a change of control of the
company, acquisition transactions involving directors, officers
or substantial security holders where the present or potential
issuance of such securities could result in an increase in
outstanding common shares of 5% or more, acquisition transactions
generally where the present or potential issuance of such
securities could result in an increase in outstanding shares of
20% or more, and certain other sales or issuances of common stock
(or securities convertible into or exercisable for common stock)
in a non-public offering equal to 20% or more of the voting power
outstanding before the issuance for less than the greater of book
or market value of the stock. Exceptions to these rules may be
made upon application to the NASD when (i) the delay in securing
stockholder approval would seriously jeopardize the financial
viability of the enterprise and (ii) reliance by the Company on
this exception is expressly approved by the Company's audit
committee or a comparable body. The availability of additional
common shares for issue, without the delay and expense of
obtaining the approval of stockholders at a special meeting, will
afford the Corporation greater flexibility in acting upon
proposed transactions. Stockholders of FFC do not have any
preemptive rights to purchase additional shares of common stock
of FFC, whether now or hereafter authorized. Issuance of
additional shares by FFC therefore may have a dilutive effect on
existing stockholders.
<PAGE>
In the event of a proposed merger, tender offer or other
attempt to gain control of FFC of which management does not
approve, it might be possible for the board of directors to
authorize the issuance of shares of common stock in a transaction
that could have the effect of frustrating or impeding such
takeover attempt. In addition, if the board of directors decides
at some future date to adopt and implement a share purchase
rights plan, which would be designed to deter a non-negotiated
attempt to gain control of FFC, the board could authorize the
issuance of shares of common stock in connection with such plan.
The board of directors is not aware of any specific effort to
accumulate FFC's common stock in order to obtain control of FFC
by means of a merger, tender offer or otherwise, and has no
present intention of adopting a share purchase rights plan.
The affirmative vote of not less than two-thirds of the
total votes eligible to be cast at the Annual Meeting is required
to adopt the proposed amendment to Article 4 of FFC's Articles of
Incorporation. If approved by stockholders, the proposed
amendment to Article 4 will become effective upon filing of the
amendment with the Office of the Secretary of State of Wisconsin.
Your Board recommends that you vote FOR the adoption of such
amendment.
SECTION 16(a) DISCLOSURE
Section 16(a) of the Exchange Act requires the Company's
executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Officers, directors
and greater than ten percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely on its review of the copies
of such forms received by it, or written representations from
certain reporting persons that no Forms 5 were required for those
persons, the Company believes that during fiscal 1993 all filing
requirements applicable to its executive officers, directors and
greater than ten percent beneficial owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has renewed the appointment of Ernst
& Young to act as FFC's independent public accountants for 1994.
Representatives of Ernst & Young will be present at the Annual
Meeting. They will be given an opportunity to make a statement
if they desire to do so and will be available to respond to
appropriate questions.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
TO BE INCLUDED IN PROXY MATERIALS
Any stockholder of FFC who intends to present a proposal for
action at the 1995 annual meeting of stockholders must forward a
copy of the proposal or proposals to FFC's corporate offices.
Any such proposal or proposals intended to be presented at the
1995 annual meeting and included in FFC's proxy statement and
form of proxy relating to that meeting must be received by FFC by
November 21, 1994.
The bylaws of FFC provide that any director nominations and
new business submitted by shareholders must be filed with the
secretary of FFC at least 30 business days prior to the date of
the meeting. If notice of the meeting is given less than 45 days
before the meeting, such submissions must be filed not later than
15 days after notice of the meeting is given.
<PAGE>
OTHER BUSINESS TO BE TRANSACTED
As of the date of this proxy statement, the Board of
Directors of FFC knows of no other business which may come before
the Annual Meeting. If any other business is properly brought
before the Annual Meeting, it is the intention of the proxy
holders to vote or act in accordance with their best judgment
with respect to such matters.
By order of the Board of Directors of
FIRST FINANCIAL CORPORATION
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 21, 1994
<PAGE>
PRELIMINARY COPY
PROXY
ANNUAL MEETING OF SHAREHOLDERS OF FIRST FINANCIAL CORPORATION
Ignatius H. Robers and Arlyn G. West, and each of them, are hereby appointed
proxies, with full power of substitution, to vote all shares of stock the
undersigned is entitled to vote at the annual meeting of shareholders of
First Financial Corporation, to be held at the Holiday Inn, 1501 North Point
Drive, Stevens Point, Wisconsin, on April 20, 1994 at 10:00 a.m., Local Time,
and at any adjournments thereof, as folows, hereby revoking any proxy
heretofore given.
1. ELECTION OF FOUR DIRECTORS:
Robert S. Gaiswinkler, Gordon M.Haferbecker,
Dr. George R. Leach and John C. Seramur
[] FOR all nominees listed above
(except as marked to the contrary)
[] WITHHOLD AUTHORITY
to vote for all nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below).
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO CHOICE IS INDICATED, WILL
BE VOTED FOR ITEM 1.
2. AMENDMENT OF ARTICLES OF INCORPORATION:
To amend Article 4 to increase the number of authorized shares of
common stock from 30,000,000 to 75,000,000.
[] FOR [] AGAINST [] WITHHOLD AUTHORITY
3. In their discretion on such other matters as may properly come before
the meeting, all set out in the Notice and Proxy Statement relating to
the meeting, receipt of which are hereby acknowledged.
Dated:______________________, 19____
____________________________________
____________________________________
(Please sign exactly as name appears
hereon. If stock is owned by more than
one person, all owners should sign. If
signing as attorney, administrator,
executor, guardian or trustee, please
indicate such capacity. A proxy given by
a corporation should be signed by an
authorized officer.)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THIS CORPORATION
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