<PAGE>
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:
[ ] Preliminary Proxy Statement
[x] 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)(1)(ii), 14a-6(i)(1),
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>
First Financial Center
1305 Main Street
Stevens Point, WI 54481
(715) 341-0400
March 24, 1995
Dear Stockholder:
The 1995 annual meeting of stockholders of First Financial Corporation
is to be held on April 19, 1995, 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 five directors for three-year terms. A proxy statement
describing the election and providing other information about First Financial
Corporation is enclosed.
It is important that your shares be represented at the 1995 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,
/s/ Robert S. Gaiswinkler
Robert S. Gaiswinkler
Chairman of the Board
<PAGE>
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
(715) 341-0400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 1995
NOTICE IS HEREBY GIVEN that the 1995 annual meeting of stockholders
(the "Annual Meeting") of First Financial Corporation ("FFC") will be held on
Wednesday, April 19, 1995, at 10:00 a.m., at the Holiday Inn, 1501 North Point
Drive, Stevens Point, Wisconsin 54481, for the following purposes:
(1) To elect five directors for a three-year term; and
(2) 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 24, 1995 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
/s/ Robert S. Gaiswinkler
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 24, 1995
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>
FIRST FINANCIAL CORPORATION
1305 Main Street
Stevens Point, Wisconsin 54481
----------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1995
----------------------
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 19, 1995, 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 FOR the election of each of the five nominees of
the Board of Directors to serve as directors until the 1998 annual meeting. 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 $700.
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 24, 1995.
<PAGE>
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 24,
1995 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
approximately 3,954 record holders of FFC's common stock on March 24, 1995 and
the number of shares outstanding as of that date was 29,224,165 (including)
former FirstRock Bancorp, Inc. stockholders and FFC common stock beneficially
owned by such stockholders). 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 are included in the
determination of shares present and voting for purposes of whether a quorum
exists, while broker nonvotes are not. Neither abstentions nor broker nonvotes
are counted in determining whether a matter has been approved.
A copy of the Annual Report to Stockholders for the fiscal year ended
December 31, 1994 accompanies this proxy statement. FFC is required to file an
Annual Report on Form 10-K for its fiscal year ended December 31, 1994 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.
<PAGE>
STOCK OWNED BY MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth information as of March 7, 1995 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 (the "named effective officers") of FFC or
First Financial Bank, FSB (the "Bank", and FFC and the Bank are collectively
referred to as "the Company") whose cash compensation exceeded $100,000 during
1994 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
------------------------ ----------------------- --------------
<S> <C> <C>
(i)
Marshall & Ilsley Corporation (b) 2,000,794 6.85
770 North Water Street
Milwaukee, WI 53202
(ii)
Robert S. Gaiswinkler 115,695 *
Chairman of the Board of Directors
of FFC and the Bank
John C. Seramur 765,039 2.62
President, Chief Executive Officer
Chief Operating Officer and Director
of FFC and the Bank
Gordon M. Haferbecker 58,520 *
Director
James O. Heinecke 60,216 *
Director
Robert T. Kehr 47,480 *
Director
Paul C. Kehrer 111,520 *
Director
Robert P. Konopacky 91,000 *
Director
Dr. George R. Leach 53,156 *
Director
Ignatius H. Robers 33,400 *
Director
John H. Sproule 64,200 *
Director
Ralph R. Staven 181,498 *
Director
Norman L. Wanta 65,960 *
Director
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Percentage of
Nature of Common Stock
Name of Beneficial Owner Beneficial Ownership(a) Outstanding
------------------------ ------------------------ --------------
<S> <C> <C>
Arlyn G. West 32,600 *
Director
Donald E. Peters 106,372 *
Executive Vice President
of the Bank
Thomas H. Neuschaefer 37,010 *
Vice President and Treasurer
of FFC and Executive Vice
President of the Bank
Robert M. Salinger 55,435 *
Secretary and General Counsel
of FFC and Executive Vice
President of the Bank
Harry K. Hammerling 34,990 *
Executive Vice President
of the Bank
(iii)
All directors and executive officers 1,953,041 6.69
as a group (18 persons)
______________________
<FN>
*Less than one percent
(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, 1995. The
table includes shares owned jointly or directly by spouses, controlled
revocable trusts, individual retirement accounts, 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.
Haferbecker - 7,120 shares; Mr. Heinecke - 30,239 shares; Dr. G. R.
Leach -43,156 shares; Mr. Kehr - 18,480 shares; Mr. Kehrer - 101,520
shares; Mr. Konopacky - 25,000 shares; Mr. Staven - 165,569 shares; Mr.
Wanta - 1,760 shares, Mr. Peters - 42,919 shares and Mr. Neuschaefer -
10,704 shares. The table also includes 417,164 shares held in the
Company's profit sharing trust (based on the latest available
information) for the following: Mr. Seramur - 323,349 shares; Mr.
Peters - 28,453 shares; Mr. Neuschaefer - 2,806 shares; Mr. Salinger -
26,116 shares; Mr. Hammerling - 20,290 shares; and one other executive
officer - 16,150 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 379,070 shares subject to
outstanding stock options which are exercisable by current directors
and executive officers within 60 days from March 24, 1995.
(b) An Amended Schedule 13G dated February 10, 1995 was filed by Marshall &
Ilsley Corporation. According to the Schedule 13G, Marshall & Ilsley
Corporation is the Parent Holding Company for Marshall & Ilsley Trust
Company, Trustee for the First Financial Corporation Profit
Sharing/401K Plan, with sole power to vote or direct the vote over
14,554 shares of FFC common stock, shared power to vote or direct the
vote over 1,986,240 shares of FFC common stock, sole power to dispose
or direct the disposition of 14,554 shares of FFC common stock and
shared power to dispose or direct the disposition of 1,000 shares of
FFC common stock.
</TABLE>
<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. 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 five 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.
<TABLE>
<CAPTION>
Age at
Nominees for December 31, Director For Term
Three-Year Terms 1994 Since(a) to Expire
---------------- ------------ -------- ---------
<S> <C> <C> <C>
James O. Heinecke............................. 64 1965 1998
Paul C. Kehrer (d)............................ 78 1945 1998
Ignatius H. Robers (d)(e)..................... 61 1966 1998
John H. Sproule (b)(d)........................ 67 1977 1998
Norman L. Wanta (b)(c)(e)..................... 72 1965 1998
Continuing Directors
--------------------
Robert S. Gaiswinkler (b)(d).................. 62 1974 1997
Gordon M. Haferbecker (c)..................... 82 1965 1997
Robert T. Kehr (b)............................ 67 1980 1996
Robert P. Konopacky (b)(e).................... 71 1978 1996
Dr. George R. Leach (b)(e).................... 70 1965 1997
John C. Seramur (b)........................... 52 1967 1997
Ralph R. Staven (b)(d)........................ 73 1959 1996
Arlyn G. West (e)............................. 80 1965 1996
--------
<FN>
(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.
</TABLE>
<PAGE>
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.
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 thrift 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.
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.
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.
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 America's 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.
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.
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.
Dr. George R. Leach is presently retired. Before retirement in 1993, he
practiced as an optometrist in Stevens Point, Wisconsin since 1949. He is a
Fellow Emeritus of the American Academy of Optometry and a past president of the
Wisconsin Optometric Association.
<PAGE>
John C. Seramur is president, chief executive officer and chief operating
officer of both FFC and the Bank. He served as president and chief executive
officer of one of the predecessor institutions to the Bank. He served as a
director of the Federal Home Loan Bank of Chicago, is a former member of the
Savings Association Insurance Fund Industry Advisory Committee, and is past
chairman of the Wisconsin League of Financial Institutions.
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 thrift 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).
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 $1,700 plus $800 for each Bank Board of Directors meeting
attended. Non-employee directors of FFC and the Bank receive $450 ($800 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 $450 ($800 for non-employee chairmen) for each subsidiary
board meeting attended.
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 in effect at the
time of retirement. 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 1994, a total of $102,000 was paid to eight retired directors
pursuant to the Retirement Plan.
<PAGE>
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 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 1994. 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 15, 1995 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 20, 1995 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 1994, the FFC audit committee met four times and the
FFC stock option committee met five times. The FFC executive committee did not
meet. The Bank compensation committee met twice and the Bank executive committee
met four times during 1994.
The audit committee reviews the quarterly and annual consolidated 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 the Company'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 any other matters
relating to the financial affairs of the Company 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, 1994, 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 $100,000, based on salary and bonus
earned during fiscal 1994. The Company does not have any stock appreciation
rights (SARs).
<PAGE>
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------- ---------------
Awards
----------
Securities
Underlying
Name and Principal Opt All Other
Position Year Salary($) Bonus($)(a) SARs (#) Compensation ($)
------------------------ ---- --------- ----------- -------- ----------------
<S> <C> <C> <C> <C> <C>
John C. Seramur
President, Chief Executive 1994 650,000 181,000 10,000 226,243 (b)
Officer and Director of 1993 600,000 260,000 -0- 217,794
FFC and the Bank 1992 500,000 200,000 140,000 182,180
Donald E. Peters 1994 238,000 38,675 4,000 58,252 (c)
Executive Vice 1993 220,000 54,000 -0- 45,218
President of the Bank 1992 180,000 45,000 70,000 30,326
Thomas H. Neuschaefer
Vice President and
Treasurer of FFC and 1994 122,100 22,750 24,000 25,475 (d)
Executive Vice 1993 91,700 18,340 -0- 17,929
President of the Bank 1992 87,300 16,955 16,000 15,927
Robert M. Salinger,
General Counsel and
Secretary of FFC and 1994 178,000 28,925 4,000 40,726 (e)
Executive Vice 1993 165,000 41,250 -0- 30,352
President of the Bank 1992 135,000 33,750 52,000 26,774
Harry K. Hammerling 1994 157,000 25,513 4,000 36,289 (f)
Executive Vice 1993 145,000 36,250 -0- 30,352
President of the Bank 1992 120,000 30,000 52,000 24,151
-------------
<FN>
(a) Reflects bonus earned in fiscal year regardless of when received by the
executive.
(b) Consists of $26,585 in Company contributions to the Profit Sharing Plan,
$136,231 in Company contributions to the Executive Profit Sharing Plan,
$33,327 in Company-paid premiums for term life insurance and for the
Executive Supplemental Life Insurance Plan, and $30,100 in directors' fees.
(c) Consists of $26,585 in Company contributions to the Profit Sharing Plan,
$31,343 in Company contributions to the Executive Profit Sharing Plan, and
$324 for Company-paid term life insurance.
(d) Consists of $25,151 in Company contributions to the Profit Sharing Plan, and
$324 for Company-paid term life insurance.
(e) Consists of $26,585 in Company contributions to the Profit Sharing Plan,
$13,817 in Company contributions to the Executive Profit Sharing Plan, and
$324 for Company-paid term life insurance.
(f) Consists of $26,585 in Company contributions to the Profit Sharing Plan,
$9,380 in Company contributions to the Executive Profit Sharing Plan, and
$324 for Company-paid term life insurance.
</TABLE>
<PAGE>
Option Grants During 1994 Fiscal Year
The following table provides information related to options granted to the
named executive officers during fiscal 1994.
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value(a)
---------------------------------------------------------------- -------------
Number of % of Total
Securities Option/Sars
Underlying Granted to Exercise or
Options/SARs Employees Base Expiration Grant Date
Name Granted (#)(b) In Fiscal Year Price($)(c) Date Present Value
---- -------------- -------------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C>
John C. Seramur 10,000 6.8 14.75 11-30-04 64,700
Donald E. Peters 4,000 2.7 14.75 11-30-04 21,976
Thomas H. Neuschaefer 24,000 16.2 14.75 11-30-04 140,889
Robert M. Salinger 4,000 2.7 14.75 11-30-04 22,827
Harry K. Hammerling 4,000 2.7 14.75 11-30-04 22,827
-------------
<FN>
(a) Value calculated by utilizing Black-Scholes option pricing model, adjusted
for vesting. Incentive Options generally are not exercisable until two years
after the date of grant except in the event of Change of Control, as defined
in the Option Plan, in which case they are immediately exercisable, and
except within 90 days of retirement from employment even if not otherwise
exercisable. The options granted to Mssrs. Peters, Salinger and Hammerling
are generally first exercisable in installments on November 30, 1998 and
November 30, 1999. The options granted to Mr. Neuschaefer are generally
first exercisable in annual installments beginning on November 30, 1996 and
continuing through November 30, 1999. The options granted to Mr. Seramur,
which are not incentive options, are generally first exercisable on June 1,
1995.
(b) The Company does not have any SARs.
(c) Equals the fair market value of FFC Common Stock on the date of grant.
Payment of the exercise price may be made in cash or shares of FFC Common
Stock or a combination thereof.
</TABLE>
Option Exercises during 1994 and Year End Option Values
The following table provides information related to options exercised by
the named executive officers during the 1994 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
Underlying Unexercised Value of Unexercised
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 34,040 376,358 162,590 20,000 1,018,070 43,125
Donald E. Peters 11,000 123,688 35,000 54,000 307,344 215,625
Thomas H. Neuschaefer 4,750 49,659 23,500 32,000 196,948 34,500
Robert M. Salinger -0- -0- 29,319 41,520 251,323 161,805
Harry K. Hammerling -0- -0- 14,480 41,520 99,195 161,805
-------------
<FN>
(a) Each of the options exercised during fiscal 1994 was held by the named
individual for a period of at least two years.
(b) Value realized is calculated based on the difference between the option
exercise price and the average high and low market price of the underlying
FFC Common Stock on the date of exercise.
<PAGE>
(c) Value is calculated based on the difference between the option exercise
price and the closing market price of the underlying FFC Common Stock on
December 31, 1994.
</TABLE>
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, 1997. Mr. Seramur's current base salary
under the agreement is $680,000. 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 1995, such lump
sum payment would be $2,069,595.
Change of Control Agreements. FFC and the Bank have 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, 1996.
The executive officers who have entered into such Severance Agreements are
Mssrs. Peters, Neuschaefer, Salinger, Hammerling and two officers of the Bank.
In 1995, in the event of a change in control resulting in a termination of
employment, Mssrs. Peters, Neuschaefer, Salinger, and Hammerling would receive
$417,820, $212,886, $334,814 and $295,049, respectively, under the Severance
Agreements.
Supplemental Executive Retirement Plan. Effective August 1, 1989, the Board
of Directors of the 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, Neuschaefer, Salinger, Hammerling and one other
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
<PAGE>
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.
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, Neuschaefer, Salinger and Hammerling of $259,723, $103,296, $68,277,
$57,306 and $73,061, 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 interests 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.
<PAGE>
Base Salary. In the course of setting 1994 base salaries for the named
executive officers, the compensation committee at its November 1993 meeting
compared the officers' 1993 base salaries with those paid to executives of
companies with assets of $2 billion to $5.9 billion as reflected in the
Wyatt/Cole Financial Institutions Compensation Survey. The Wyatt/Cole survey
peer group used for salary comparison purposes is not identical to the group of
companies included in the S&P Financial Index used in the stock performance
chart (page 16), since it was felt that compensation information with respect to
the latter was not readily available. The Wyatt/Cole survey showed the named
executive officers' base salaries ranged from the 50th to the 90th percentile
for comparable positions other than CEO. The committee concluded that FFC's
officers are appropriately positioned compared with their peers. Based upon the
company's record financial performance for 1993, the committee determined that
the 1994 base salaries for the named executive officers should be increased by
approximately 8% from 1993 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. Profit goals were exceeded in 1992
and 1993 and, as a result, bonuses were paid at or near full targeted amounts.
In 1994, even though profits again reached record levels, the compensation
committee determined that bonuses would be paid at partial levels because the
corporate profit goal set in late 1993 was not fully attained.
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. During 1994, stock options were granted to the executive officers
according to the schedule on page 11. A greater number of stock options was
granted to Mr. Neuschaefer in recognition of his promotion to executive vice
president, treasurer and CFO in 1994. Nearly 70% of the total options granted in
1994 were awarded to officers and branch managers of the Bank who are not named
executive officers in furtherance of the committee's goal of focusing all layers
of management on the long-term success of the Company.
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 1994 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 10. 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 on 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 at its November
1993 meeting evaluated Wyatt/Cole survey data as well as the Company's record
performance when setting Mr. Seramur's 1994 base salary. Based on the growth of
the Company and the continued improvements in all profitability measurements
during fiscal 1993, including a 33% increase in net profits over 1992 as well as
the 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 and performance. As a result, the
committee approved an increase in Seramur's base salary to $650,000.
<PAGE>
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 end of 1993 relating to company profitability, return on
equity, return on assets, capital levels, 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 goals had been met in 1994 but that the
1994 corporate profit goal had not been fully attained, and therefore a partial
payout of $156,000 would be made to Mr. Seramur at year-end of 1994. Since most
of Mr. Seramur's individual goals were exceeded by a significant margin in 1994,
the committee also approved a discretionary bonus (available under the Plan) of
$25,000 to reflect the increased results, resulting in a total 1994 bonus paid
to Mr. Seramur of $181,000.
All of the compensation paid to Mr. Seramur in 1994 was deductible
compensation expense to the Company under Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). It is the intention of the Company and
Mr. Seramur to take all necessary actions so that future compensation payments
to Mr. Seramur remain deductible to the Company under Section 162(m) of the
Code.
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
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.
<PAGE>
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, 1994 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, 1989 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:]
<TABLE>
<CAPTION>
First Financial S&P Financial S&P 500
Year Corporation Index Index
---- ---------------- ------------- --------
<S> <C> <C> <C>
1989 100 100 100
1990 72 97 79
1991 158 126 118
1992 329 136 146
1993 479 149 162
1994 403 152 157
</TABLE>
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
were made in the ordinary course of business, were made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and did not involve more
than the normal risk of collectibility or present other unfavorable features and
comply with applicable regulatory requirements.
<PAGE>
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 1994 all filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with except that one Form 4 for
1993, twelve Form 4's for 1994 were not filed by executive officer Donald E.
Peters with respect to regular biweekly salary deductions paid into the
Company's Deferred Compensation Plan and invested on a regular monthly basis by
the Plan Trustee in the Company's common stock.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has renewed the appointment of Ernst & Young to act
as FFC's independent public accountants for 1995. 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
1996 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 1996 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, 1995.
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.
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
/s/ Robert S. Gaiswinkler
Robert S. Gaiswinkler
Chairman of the Board
Stevens Point, Wisconsin
March 24, 1995
<PAGE>
PROXY
ANNUAL MEETING OF SHAREHOLDERS OF FIRST FINANCIAL CORPORATION
Robert S. Gaiswinkler and John C. Seramur, and each of them, are hereby
appointed proxies, with full power of substitution, to vote all shares of stock
the undersigned is enitled 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 19, 1995 at 10:00 a.m., Local Time,
and at any adjournments thereof, as follows, hereby revoking any proxy
heretofore given.
1. ELECTION OF FIVE DIRECTORS:
James O. Heinecke, Paul C. Kehrer, Ignatius H. Robers
John H. Sproule and Norman L. Wanta
[ ] 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. 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
