<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant[ X ]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
FIRST FRANKLIN CORPORATION
------------------------------
(Name of Registrant as Specified In Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
---------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
--------------------------------------
2) Form, Schedule or Registration Statement No.:
--------------------------------------
3) Filing Party:
--------------------------------------
4) Date Filed:
<PAGE> 2
FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 24, 2000
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Franklin Corporation (the "Company"), the holding company
for The Franklin Savings and Loan Company ("Franklin"), will be held at the
corporate office of the Company located at 4750 Ashwood Drive, Cincinnati, Ohio
45241 on April 24, 2000, at 3:00 p.m.
The Meeting is for the purpose of considering and acting upon:
1. The reelection of two directors of the Company;
2. The ratification of the selection of Clark, Schaefer, Hackett & Co. as
the independent accountants of the Company for the current fiscal year;
and
3. Such other matters as may properly come before the Meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before
the Meeting. Any action may be taken on the foregoing proposals at the Meeting
on the date specified above, or on any date or dates to which the Meeting may be
adjourned.
Stockholders of record at the close of business on March 8, 2000, are the
stockholders entitled to vote at the Meeting and any adjournments thereof. A
Proxy Card and a Proxy Statement for the Meeting are enclosed. Please fill in
and sign the enclosed Proxy, which is solicited on behalf of the Board of
Directors, and mail it promptly in the enclosed envelope. The Proxy will not be
used if you submit a later-dated proxy or written revocation to the Company
before the commencement of voting at the Meeting or if you attend and vote at
the Meeting in person.
Cincinnati, Ohio By Order of the Board of Directors
March 24, 2000
Thomas H. Siemers
President and Chief Executive Officer
================================================================================
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
================================================================================
<PAGE> 3
FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
This Proxy Statement is furnished in connection with the solicitation on
behalf of the Board of Directors of First Franklin Corporation (the "Company")
of proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting"), which will be held at the corporate office of the Company located at
4750 Ashwood Drive, Cincinnati, Ohio 45241, on April 24, 2000, at 3:00 p.m., and
at all adjournments of the Meeting. The accompanying Notice of Annual Meeting of
Stockholders and this Proxy Statement are first being mailed to stockholders on
or about March 24, 2000.
Stockholders who execute proxies retain the right to revoke them at any
time prior to the votes being taken at the Meeting. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by the filing of a later-dated
proxy or written revocation prior to a vote being taken on a particular proposal
at the Meeting or by attending the Meeting and voting in person. Proxies
solicited on behalf of the Board of Directors of the Company will be voted in
accordance with the directions given therein and, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of James E. Cross and Richard H. Finan as directors of
--- the Company for terms expiring in 2003;
FOR the ratification of the selection of Clark, Schaefer, Hackett & Co.
--- ("Clark Schaefer") as the independent accountants of the Company for
the current fiscal year.
A majority of the shares of the Company's issued and outstanding common
stock (the "Common Stock"), present in person or represented by proxy at the
Meeting, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker Non-votes (defined below) are counted for purposes of determining a
quorum.
-1-
<PAGE> 4
VOTE REQUIRED
Directors shall be elected by a plurality of the shares present in person
or by proxy at the Meeting and validly voted in the election of directors.
Shares as to which the authority to vote is withheld and shares held by a
nominee for a beneficial owner which are present in person or by proxy but are
not voted with respect to the election of directors ("Non-votes") are not
counted toward the election of directors. If the enclosed Proxy is signed, dated
and returned by the stockholder but no vote is specified thereon, the shares
held by such stockholder will be voted FOR the reelection of Messrs. Cross and
Finan.
The affirmative vote of the holders of a majority of the shares present in
person or by proxy at the Meeting is necessary to ratify the selection of Clark
Schaefer as the independent accountants of the Company for the current fiscal
year. The effect of an abstention or a Non-vote is the same as a vote against
ratification. If the enclosed Proxy is signed and dated by the stockholder, but
no vote is specified thereon, the shares held by such stockholder will be voted
FOR the ratification of the selection of Clark Schaefer as independent
accountants.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Stockholders of record as of the close of business on March 8, 2000, will
be entitled to one vote for each share then held. As of that date, the Company
had 1,626,373 shares of Common Stock issued and outstanding.
The following table sets forth, as of March 8, 2000, share ownership
information regarding (i) those persons or entities who were known by management
to own beneficially more than five percent of the outstanding shares of Common
Stock; and (ii) all directors and executive officers of the Company and its most
significant subsidiary, The Franklin Savings and Loan Company ("Franklin"), as a
group.
<TABLE>
<CAPTION>
Shares Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
- ------------------------------------ ------------------- ----------
<S> <C> <C>
Thomas H. Siemers(1) 298,180 18.20%
First Franklin Corporation
4750 Ashwood Drive
Cincinnati, Ohio 45241
Franklin Savings & Loan Company Employee Stock Ownership Plan (2) 154,939 9.53
4750 Ashwood Drive
Cincinnati, Ohio 45241
All directors and executive officers of Franklin
and the Company as a group (11 persons) (3) 531,236 32.20
</TABLE>
- -----------------------------
(Footnotes on next page.)
-2-
<PAGE> 5
(1) Mr. Siemers has sole voting power with respect to 107,216 shares which he
owns directly, 8,125 shares subject to options that he holds and 41,208
shares allocated to his ESOP account. Mr. Siemers has shared voting power
with respect to 27,900 shares held by Mr. Siemers' spouse and 4,000
unallocated ESOP shares for which the ESOP grants the power to vote to the
ESOP administrative committee of which Mr. Siemers is a member. Mr. Siemers
has sole dispositive power with respect to the 107,216 shares he owns
directly and the 8,125 shares subject to options. Mr. Siemers has shared
dispositive power with respect to the 27,900 shares held by his spouse and
the 154,939 shares owned by the ESOP.
(2) All shares held by the ESOP are also included as shares beneficially owned
by Mr. Siemers as trustee of the ESOP.
(3) Includes shares held directly, shares allocated to executive officers'
accounts in the ESOP, shares subject to options granted under the 1997
Option Plan and shares held by controlled corporations or certain family
members, over which shares the specified individuals or group effectively
exercise sole or shared voting and investment power. Such amount also
includes the shares that may be deemed to be beneficially owned by Mr.
Siemers, as trustee of the ESOP of Franklin. Share information for each
director of the Company is included under "Election of Directors."
ELECTION OF DIRECTORS
The Board of Directors is currently composed of five members. Directors are
elected to serve for three-year terms or until their respective successors are
elected and qualified. Approximately one-third of the Board of Directors of the
Company is elected annually.
The full Board of Directors acts as a nominating committee for the annual
selection of its nominees as directors. While the nominating committee and the
Board of Directors will consider nominees recommended by others, it has not
actively solicited nominations or established any procedures for this purpose.
The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including terms of office. It
is intended that the proxies solicited on behalf of the Board of Directors
(other than proxies in which the vote is withheld as to a nominee) will be voted
at this Meeting for the reelection of the nominees indicated below. If any of
the nominees are unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why the
nominees might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between the nominees and any other person
pursuant to which the nominees were selected.
-3-
<PAGE> 6
<TABLE>
<CAPTION>
Positions held with Year first Shares
the Company elected director of Term to beneficially owned Percent
Name Age(1) and Franklin the Company/Franklin expire at March 8, 2000(2) of class
- ---- --- ------------ -------------------- ---------- ----------------- --------
<S> <C> <C> <C> <C> <C> <C>
NOMINEES
--------
James E. Cross 64 Director 1996/1978 2003 32,768 (3) 2.01%
Richard H. Finan 65 Director 1987/1968 2003 78,674 (4) 4.83
DIRECTORS REMAINING IN OFFICE
-----------------------------
James E. Hoff, S.J. 67 Director 1993/1993 2001 - -
Thomas H. Siemers 66 President, Chief 1987/1953 2001 298,180 (5) 18.24
Executive Officer
and Director
John L. Nolting 67 Director 1987/1981 2002 2,750 (3) .17
</TABLE>
- -------------------------------
(1) As of March 8, 2000.
(2) Unless otherwise indicated by footnote, the individual has sole voting and
investment power with respect to all shares reported as owned.
(3) Includes 1,250 shares that may be acquired upon the exercise of stock
options.
(4) Includes 1,250 shares that may be acquired upon the exercise of stock
options. Mr. Finan has shared voting and investment power over 75,000 shares
of Common Stock.
(5) See footnote 1 to table under "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."
The business experience of each director during the last five years is as
follows:
JAMES E. CROSS is a partner in the Dayton, Ohio law firm of Allbery Cross
Fogarty and has practiced with that firm since 1985. He was a member of the
Board of Directors of Central Savings in Dayton, Ohio when it merged with
Franklin in 1978, and has served as a director of Franklin since then.
RICHARD H. FINAN is the President of the Ohio State Senate. He has been a
member of the Ohio legislature since 1973 and has had a legal practice since
1959. Mr. Finan also serves as legal counsel for Madison Service Corporation,
Franklin's wholly-owned subsidiary, and DirectTeller Systems, Inc., a joint
venture between the Company and DataTech Services, Inc. Mr. Finan is also a
director of Carillon Funds, Inc., a company that has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act").
JAMES E. HOFF, S.J., has been the President of Xavier University in
Cincinnati, Ohio, since 1991. Prior to his arrival at Xavier, Fr. Hoff was
President of the Creighton Foundation and Vice President of University Relations
at Creighton University.
-4-
<PAGE> 7
THOMAS H. SIEMERS has been employed by Franklin since 1949, has been a
director of Franklin since 1953, and has served as President and Chief Executive
Officer since 1968. From 1978 to 1983, Mr. Siemers served as a director of the
Federal Home Loan Bank of Cincinnati. Mr. Siemers also served as the Chairman of
the Ohio Savings and Loan League in 1981 and 1982 and on the Executive Committee
of the U.S. League of Savings Institutions from 1982 to 1985.
JOHN L. NOLTING has been the President and Chief Executive Officer of
DataTech Services, Inc., a computer service company located in Cincinnati, since
1974. He also is a Vice President of N-Soft of North America, a developer of
software tools for the telecommunication industry and serves as the President
and Chief Executive Officer of Queen City Leasing, an automobile leasing company
located in Cincinnati, and a Director and the President of DirectTeller Systems,
Inc.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
Regular meetings of the Company's Board of Directors are held quarterly.
During the year ended December 31, 1999, the Company's Board of Directors held a
total of eight regular and special meetings. All incumbent directors of the
Company attended at least 75% of the total meetings of the Company's Board of
Directors and meetings held by all committees of the Company's Board of
Directors on which such director served during this period, except Fr. Hoff who
attended five of eight meetings held.
The Company has an Audit Committee, which is composed of the four outside
directors. The Audit Committee met once during 1999. The Company has no standing
compensation or nominating committees.
The full Board of Directors acts as the nominating committee for the annual
selection of its nominees for the election of directors. During 1999, the Board
of Directors met once acting as a nominating committee. While the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited nominations nor established any procedures for this purpose.
The Board of Directors of Franklin, the principal subsidiary of the
Company, consists of the five directors of the Company, Donald E. Newberry, Sr.,
and Mary W. Sullivan. Regular meetings of Franklin's Board of Directors are
generally held on a monthly basis. Franklin's Board of Directors held a total of
twelve regular and special meetings during 1999. All directors attended at least
75% of the total meetings of Franklin's Board of Directors and meetings held by
all committees of Franklin's Board of Directors on which such director served.
The Board of Directors of Franklin has standing Executive and Compensation
Committees.
The Executive Committee consists of the President and one member of
Franklin's Board of Directors who is selected weekly on an alternating basis
from the entire Board. This committee meets weekly (except during weeks when the
full Board meets) and exercises the power of Franklin's Board of Directors
between regular Board meetings. All actions of this committee are reviewed and
ratified by Franklin's full Board of Directors. This committee met 40 times
during 1999.
Franklin's Compensation Committee reviews and makes recommendations to
Franklin's Board of Directors with respect to executive compensation and other
benefit programs. The Compensation Committee is comprised of Messrs. Siemers,
Finan and Nolting. One meeting was held by this committee during 1999.
-5-
<PAGE> 8
COMPENSATION OF THE BOARD OF DIRECTORS
During 1999, director's fees paid by the Company and Franklin were $1,250
for each meeting of the Board of Directors of the Company and Franklin held
during the year. Mr. Siemers does not receive director's fees from Franklin. No
fees are currently paid by the Company or Franklin for committee membership.
EXECUTIVE OFFICERS
The following information as to the business experience during the past
five years is supplied with respect to executive officers of the Company and
Franklin who do not serve on the Company's Board of Directors. Each officer is
elected annually to serve until his or her successor shall have been elected and
qualified, or until he or she shall resign or be removed by the Board of
Directors. There are no arrangements or understandings between the persons named
and any other person pursuant to which such officers were selected.
JOSEPH F. HUTCHISON, age 58, joined the Company and Franklin in 1997 as
Senior Vice President of Corporate Development. Prior to joining the Company,
Mr. Hutchison served as President and Chief Executive Officer of Suburban
Federal Savings Bank and Suburban Bancorporation, Inc., of Cincinnati, Ohio. Mr.
Hutchison is currently a director of the Federal Home Loan Bank of Cincinnati
and a trustee of the Ohio League of Financial Institutions.
DAVID E. HAERR, age 67, joined Franklin in May 1998 as Vice President and
Chief Lending Officer. Prior to joining Franklin, Mr. Haerr served as Senior
Vice President of lending at Merchants Bank and Trust Company in West Harrison,
Indiana. Mr. Haerr has also held lending positions at Fifth Third Bank and
Provident Bank in Cincinnati.
GRETCHEN J. SCHMIDT, age 43, has been the Corporate Secretary/Treasurer of
the Company since 1988. She also serves as Vice President of Operations of
Franklin. Ms. Schmidt has held a variety of part-time positions with Franklin
since 1971, and full-time positions since 1978. Currently, she is responsible
for branch operations and general corporate administration. Ms. Schmidt is the
daughter of President Siemers.
DANIEL T. VOELPEL, age 51, has been Vice President/Chief Financial Officer
of the Company since 1988. He also serves as Vice President/Chief Financial
Officer of Franklin and Treasurer of DirectTeller Systems, Inc., and Franklin's
subsidiary, Madison Service Corporation. He has been with Franklin since 1983.
EXECUTIVE COMPENSATION
The Company currently does not pay any compensation to its executive
officers. The following table shows the compensation paid or granted by Franklin
and its subsidiaries for services rendered during the periods indicated to each
executive officer whose annual compensation exceeded $100,000 during the fiscal
year.
-6-
<PAGE> 9
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long Term Compensation Awards
------------------- -----------------------------
Name and Principal Position Year Salary ($) Securities Underlying All Other Compensation
Options/SARs (#)(1) (2)(3)(4)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
THOMAS H. SIEMERS 1999 $221,392 9,750 $27,390
President, Chief Executive 1998 222,683 4,875 30,000
Officer and Director of the 1997 213,562 9,750 28,826
Company and Franklin
JOSEPH F. HUTCHISON 1999 $131,588 4,500 $22,468
Senior Vice President 1998 127,853 2,250 -
Corporate Development of the 1997 46,890 4,500 -
Company and Franklin
DANIEL T. VOELPEL 1999 $115,755 4,500 $19,986
Vice President and Chief 1998 112,325 2,250 22,374
Financial Officer of the 1997 108,870 4,500 19,804
Company and Franklin
</TABLE>
- -----------------------------
(1) Represents the number of shares of Common Stock underlying options granted
to Messrs. Siemers, Hutchison and Voelpel pursuant to the 1997 Option Plan.
During 1999, the Company failed to achieve its 1999 performance goals and
the options granted in 1998 were reduced by 50%.
(2) For Mr. Siemers, consists of contributions to the Company's defined
contribution plan in the amounts of $16,000, $15,408 and $16,000, for 1999,
1998 and 1997, respectively, and the $11,390, $14,592 and $12,826 value of
the allocations to his ESOP account for 1999, 1998 and 1997, respectively.
(3) For Mr. Hutchison, consists of contributions to the Company's defined
contribution plan in the amount of $13,125 for 1999 and the $9,343 value of
the allocation to his ESOP account for 1999.
(4) For Mr. Voelpel, consists of contributions to the Company's defined
contribution plan in the amounts of $11,675, $11,702 and $10,992, for 1999,
1998 and 1997, respectively, and the $8,311, $10,672 and $8,812 value of
the allocations to his ESOP account for 1999, 1998 and 1997, respectively.
-7-
<PAGE> 10
STOCK OPTIONS
The following table sets forth information regarding all grants of options
to purchase common shares of the Company made to individuals named in the
Summary Compensation Table during 1999:
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------------------------
% of Total Options/
Number of Securities Underlying SARs Granted to Exercise or Expiration
Name Options/SARs Granted (#)(1) Employees in Fiscal Year Base Price ($/Share) Date
- ---- ------------------------------- ------------------------ -------------------- ----------
<S> <C> <C> <C> <C>
Thomas H. Siemers 9,750 14.5% $14.09 3/1/05
Joseph F. Hutchison 4,500 6.7 $12.81 3/1/10
Daniel T. Voelpel 4,500 6.7 $12.81 3/1/10
</TABLE>
- ----------------------------
(1) Each option was granted on December 17, 1999, and is first exercisable with
respect to one-third of the shares subject to the option on each of January
20, 2001, 2002 and 2003, provided that both the option recipient and the
Company achieve specified performance goals in 2000. If the recipient
achieves his 2000 performance goals and the Company fails to achieve its
2000 performance goals, the recipient may exercise only 50% of his allocated
options. If the recipient fails to achieve his 2000 performance goals, no
options will be exercisable. The options are intended to qualify as ISOs.
The following table sets forth information regarding the number and value
of unexercised options held by the individuals named in the Summary Compensation
Table at December 31, 1999:
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-end Values
<TABLE>
<CAPTION>
Value of Unexercised
Shares Number of Securities Underlying In-the-Money Options/SARs
Acquired on Value Unexercised Options/SARs at 12/31/99 at 12/31/99 ($)(1)
Name Exercise (#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ -------- ------------------------------------ ----------------------------
<S> <C> <C> <C> <C>
Thomas H. Siemers -0- N/A 3,250/21,125 $0/$0
Joseph F. Hutchison -0- N/A 1,500/9,750 $0/$3,105
Daniel T. Voelpel -0- N/A 1,500/9,750 $0/$3,105
</TABLE>
- ----------------------------
(1) An option is "in-the-money" if the fair market value of the underlying stock
exceeds the exercise price of the option. The figure represents the value of
such options, determined by multiplying the number of shares subject to
unexercised options by the difference between the exercise price and the
fair market value of a share of the Company's stock on December 31, 1999, of
$13.50 per share.
EMPLOYMENT CONTRACT
On May 1, 1984, the Board of Directors of Franklin approved a five-year
employment agreement with Mr. Siemers. The contract provides for automatic
extensions of one year each upon the expiration of each year of the contract,
until either Franklin or Mr. Siemers gives written notice to the contrary,
subject to earlier termination by Franklin. Mr. Siemers will generally be
entitled to severance benefits if the contract is terminated without cause, as
defined in the contract.
-8-
<PAGE> 11
The employment agreement provides for a salary as determined by the
Board of Directors but not less than the employee's current annual salary.
Salary increases will be reviewed not less often than annually. The contract
provides, among other things, for participation in an equitable manner in
employee benefits applicable to executive personnel.
The contract provides for payment to the employee of an amount equal to
the present value of the employee's salary for the unexpired term of the
contract in the event there is a change in control of Franklin where employment
terminates involuntarily in connection with such change of control or within six
months thereafter. If Mr. Siemers' employment were terminated in connection with
a change in control while earning his current salary as of December 31, 1999, at
which date the unexpired term of the contract was 52 months, Mr. Siemers could
have received a cash payment of up to approximately $825,500 pursuant to his
contract. Such termination payments are provided on a similar basis in
connection with a voluntary termination of employment in connection with a
change in control which was at any time opposed by Franklin's Board of
Directors.
TRANSACTIONS WITH MANAGEMENT AND INDEBTEDNESS OF MANAGEMENT
Franklin, like many financial institutions, has followed a policy of
granting to its officers, directors and employees loans for the financing and
improvement of their personal residences and consumer loans for other purposes.
Except as set forth below, such loans are made in the ordinary course of
business and are made on substantially the same terms and collateral as those of
comparable transactions prevailing at the time and do not involve more than the
normal risk of collectibility or present other unfavorable features. Currently,
for loans to the employees, directors and officers of the Company or Franklin
and their family members, interest rates are generally set at 1% over Franklin's
cost of funds, subject to adjustment to market rates in the event that the
employment relationship is terminated. If the employment relationship is
terminated, the rate will revert to the contract rate and the modification will
be canceled. Loan fees on mortgage loans are generally waived except to the
extent of direct loan origination expenses incurred by Franklin. Other loans are
reviewed on an individual basis and any preferential treatment given is based on
the employee's length of service, work performance and past credit history.
Set forth below is certain information at December 31, 1999, as to all
loans made by Franklin to each of its or the Company's current directors or
executive officers which were granted at less than market rates and which for
any one individual resulted in an aggregate indebtedness to Franklin exceeding
$60,000 at any time since January 1, 1998:
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<PAGE> 12
<TABLE>
<CAPTION>
Largest amount Balance as of Market interest
Nature of outstanding since December 31, Current interest rate at the time of
Name Date of loan indebtedness January 1, 1998 1999 rate origination
---- ------------ ------------ ----------------- ------------- ---------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Richard H. Finan 06/15/84 First mortgage - $ 73,366 $63,801 6.625% 10.50%
personal residence
Joseph F. 03/09/98 First mortgage - 155,000 139,526 6.00 6.75
Hutchison personal residence
10/12/99 Consumer loan 35,000 18,753 6.25 8.25
John L. Nolting 04/15/98 First mortgage - 126,000 120,960 6.00 7.375
personal residence
09/26/96 Consumer loan 12,592 - 7.50 9.50
12/11/98 Consumer loan 4,700 - 8.00 10.00
11/16/97 Consumer loan 14,000 - 5.93 6.93
02/12/99 Consumer loan 18,000 14,631 7.25 9.25
07/19/99 Consumer loan 13,500 11,863 6.75 7.75
Gretchen J. 09/01/98 First mortgage - 234,650 230,144 6.00 7.25
Schmidt personal residence
12/24/96 First mortgage - 144,856 - 5.875 7.875
personal residence
02/07/97 Consumer loan 16,651 - 7.00 9.00
02/13/98 Consumer loan 12,000 3,288 8.50 10.50
08/12/98 Consumer loan 2,805 1,450 6.75 7.75
06/09/99 Consumer loan 23,000 20,821 7.00 9.00
</TABLE>
The Company owns a 51% interest in DirectTeller Systems, Inc.
("DirectTeller"), an Ohio corporation that markets computer software developed
by DataTech Services, Inc. ("DataTech"), to financial institutions. Director
Nolting is the President and Chief Executive Officer of DataTech. When this
venture was approved by the Board of Directors of the Company in 1989, Director
Nolting abstained from voting on the matter. The Company initially contributed
$50,000 and DataTech contributed the software it developed to the initial
capitalization of DirectTeller. The Company is responsible for maintaining the
financial records of DirectTeller and DataTech is obligated to manage the day to
day operations of DirectTeller, including software maintenance and marketing.
DataTech does not receive a management fee for performing these services. The
Company's investment in Direct Teller was $50,000 at December 31, 1999.
Director Finan is an attorney at law who from time to time provides legal
services to Madison Service Corporation and DirectTeller. During the year ended
December 31, 1999, fees paid by the subsidiaries of Franklin and the Company did
not exceed five percent of Mr. Finan's gross revenues for the last fiscal year.
-10-
<PAGE> 13
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership in
the Company by the tenth day of the month following a change. Officers,
directors and greater than 10% stockholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1999, all Section 16(a)
filings required were timely filed.
SELECTION OF INDEPENDENT ACCOUNTANTS
Clark Schaefer conducted the independent audit of the Company for the year
ended December 31, 1999 and the Board of Directors has selected Clark Schaefer
as the independent accountants of the Company for the fiscal year ended
December 31, 2000.
The Board of Directors is requesting and recommends that the stockholders
of the Company ratify the selection of Clark Schaefer as the independent
accountants of the Company for the current fiscal year. Management of the
Company expects that a representative of Clark Schaefer will be present at the
Annual Meeting, and that such representative will have an opportunity, if
desired, to make a statement and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF CLARK SCHAEFER AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE CURRENT
FISCAL YEAR.
STOCKHOLDER PROPOSALS
To be eligible for inclusion in the Company's proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal requesting
action at such meeting must be received at the Company's main office, 4750
Ashwood Drive, Cincinnati, Ohio 45241, no later than November 24, 2000. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act. In addition, if a stockholder intends to present a proposal at
next year's Annual Meeting of Stockholders without including the proposal in the
proxy materials related to that meeting, and if the proposal is not received by
February 7, 2001, then the proxies designated by the Board of Directors of the
Company for next year's Annual Meeting of Stockholders of the Company may vote
in their discretion on any such proposal any shares for which they have been
appointed proxies without mention of such matter in the proxy statement or on
the proxy card for such meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, as
provided for in the Bylaws of the Company, the holders of the proxies will act
in accordance with their best judgment.
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<PAGE> 14
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's Annual Report to Stockholders, including financial
statements, is also enclosed. Any stockholders who have not received a copy of
such Annual Report may obtain a copy by writing to the Company. Such Annual
Report is not to be treated as part of the proxy solicitation materials, or as
having been incorporated herein by reference.
BY ORDER OF THE BOARD OF DIRECTORS
Cincinnati, Ohio Thomas H. Siemers
March 24, 2000 President and Chief Executive Officer
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<PAGE> 15
REVOCABLE PROXY
FIRST FRANKLIN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 2000
The undersigned hereby appoints James E. Hoff, S.J., John L. Nolting and
Thomas H. Siemers or any one of them, with full powers of substitution, to act
as proxy or proxies for the undersigned to vote all shares of Common Stock of
First Franklin Corporation (the "Company") that the undersigned is entitled to
vote at the Annual Meeting of Stockholders (the "Meeting") to be held on April
24, 2000, at the corporate office of the Company located at 4750 Ashwood Drive,
Cincinnati, Ohio, at 3:00 P.M., and at any and all adjournments thereof, as
follows:
I. The election of the following directors:
____ FOR the nominees listed ____ WITHHOLD authority to vote
below (except as otherwise for all nominees listed below
indicated)
JAMES E. CROSS
RICHARD H. FINAN
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below).
---------------------------------------------------
FOR AGAINST ABSTAIN
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II. The ratification of the appointment of Clark,
Schaefer, Hackett & Co. as the independent
accountants for the Company for the fiscal year
ended December 31, 2000. ____ ____ ____
In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the nominees listed and "FOR" the
ratification of the appointment of the independent accountants.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSITION LISTED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE> 16
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. .
This proxy shall be deemed terminated and of no further force and effect if the
undersigned attends and votes in person at the Annual Meeting or submits a
later-dated proxy or written revocation to the Company prior to the commencement
of voting at the Annual Meeting.
The undersigned acknowledges receipt from the Company, prior to the execution of
this Proxy, of Notice of the Meeting, a Proxy Statement dated March 24, 2000,
and a copy of the 1999 Annual Report to Stockholders.
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- ----------------------------------- -----------------------------------
Print name of stockholder Print name of stockholder
- ----------------------------------- -----------------------------------
Signature of stockholder Signature of stockholder
Dated: , 2000 Dated: , 2000
---------------------- ----------------------
Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
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