<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- --------------------------------------------------------------------------------
F.F.O. FINANCIAL GROUP, INC.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
JAMES B. DAVIS
(Name of Persons(s) Filing Proxy Statement)
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 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:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
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<PAGE> 2
F.F.O. FINANCIAL GROUP, INC.
March 26, 1997
TO THE STOCKHOLDERS OF
F.F.O. FINANCIAL GROUP, INC.
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of F.F.O. Financial Group, Inc. (the "Company"), which will be held at the
Osceola County Stadium Clubhouse, 1000 Bill Beck Boulevard, Kissimmee, Florida,
on Wednesday, April 23, 1997, at 10:00 A.M., Eastern Time ("1997 Annual
Meeting").
At the 1997 Annual Meeting you will be asked to (i) consider and vote upon
the election of two directors, (ii) consider and vote upon the ratification of
the appointment of Hacker, Johnson, Cohen & Grieb as independent certified
public accountants for the Company for the year ending December 31, 1997, and
(iii) transact such other or further business as may properly come before the
1997 Annual Meeting and any adjournment or postponement thereof.
We hope you can attend the meeting and vote your shares in person. In any
case, we would appreciate your completing the enclosed proxy and returning it
to us. This action will ensure that your preferences will be expressed on the
matters that are being considered. If you are able to attend the meeting, you
may vote your shares in person.
As always, we appreciate the support you have provided during the past
year. If you have any questions about the Proxy Statement or the enclosed 1996
Annual Report, please do not hesitate to call us.
Sincerely,
James B. Davis
President and Chief Executive Officer
2
<PAGE> 3
F.F.O. FINANCIAL GROUP, INC.
2013 LIVE OAK BOULEVARD
ST. CLOUD, FL 34771-8462
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
APRIL 23, 1997
Notice is hereby given that the 1997 Annual Meeting of Stockholders of
F.F.O. Financial Group, Inc. (the "Company") will be held at the Osceola County
Stadium Clubhouse, 1000 Bill Beck Boulevard, Kissimmee, Florida, on Wednesday,
April 23, 1997, at 10:00 A.M., Eastern Time ("1997 Annual Meeting"), for the
following purposes:
1. Elect Directors. To consider and vote upon the election of two
directors to serve until the Annual Meeting of Stockholders in 2000.
2. Ratify Auditors. To ratify the appointment of Hacker, Johnson, Cohen &
Grieb as independent certified public accountants to audit the financial
statements of the Company for the year ending December 31, 1997.
3. Other Business. To transact such other or further business as may
properly come before the 1997 Annual Meeting and any adjournment or
postponement thereof.
Only stockholders of record at the close of business on February 28, 1997,
are entitled to notice of and to vote at the 1997 Annual Meeting and any
adjournment or postponement thereof. All stockholders, whether or not they
expect to attend the 1997 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy in the accompanying envelope. The
proxy may be revoked by the person executing the proxy at any time before it is
exercised by filing with the Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date, or by electing to
vote in person at the 1997 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James B. Davis
President and Chief Executive Officer
March 26, 1997
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO
THE COMPANY IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE 1997
ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE> 4
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
OF
F.F.O. FINANCIAL GROUP, INC.
TO BE HELD ON
APRIL 23, 1997
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the stockholders of F.F.O.
Financial Group, Inc. (the "Company"), a savings and loan holding company for
First Federal Savings and Loan Association of Osceola County (the
"Association"), in connection with the solicitation of proxies by the Board of
Directors of the Company from holders of the outstanding shares of the $.10 par
value common stock of the Company ("Company Common Stock") for use at the
Annual Meeting of Stockholders of the Company to be held on Wednesday, April
23, 1997 at 10:00 A.M. Eastern Time, and at any adjournment or postponement
thereof ("1997 Annual Meeting"). The 1997 Annual Meeting is being held to (i)
consider and vote upon the election of two directors to serve until the Annual
Meeting of Stockholders in 2000, (ii) consider and vote upon the ratification
of the appointment of Hacker, Johnson, Cohen & Grieb as independent certified
public accountants to audit the financial statements of the Company for the
year ending December 31, 1997, and (iii) transact such other or further
business as may properly come before the 1997 Annual Meeting and any
adjournment or postponement thereof. The Board of Directors of the Company
knows of no other business that will be presented for consideration at the 1997
Annual Meeting other than the matters described in this Proxy Statement. This
Proxy Statement is dated March 26, 1997, and it and the accompanying notice and
form of proxy are first being mailed to the stockholders of the Company on
April 1, 1997.
The principal executive office of the Company is located at 2013 Live Oak
Boulevard, St. Cloud, Florida 34771-8462. The telephone number of the Company
at such office is (407) 892-1200.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Company has fixed the close of business on
February 28, 1997, as the record date for the determination of the Company
stockholders entitled to notice of and to vote at the 1997 Annual Meeting.
Accordingly, only holders of record of shares of Company Common Stock at the
close of business on such date will be entitled to vote at the 1997 Annual
Meeting. At the close of business on such date, there were 8,430,000 shares of
Company Common Stock outstanding and entitled to vote which were held by
approximately 675 stockholders of record. For information with respect to
stockholders who own more than 5% of the outstanding Company Common Stock, see
"OWNERSHIP OF EQUITY SECURITIES." Holders of Company
<PAGE> 5
Common Stock are entitled to one vote on each matter considered and voted upon
at the 1997 Annual Meeting for each share of Company Common Stock held of
record at the close of business on February 28, 1997. Shares of Company Common
Stock represented by a properly executed proxy, if such proxy is received prior
to the vote at the 1997 Annual Meeting and not revoked, will be voted at the
1997 Annual Meeting in accordance with the instructions indicated in such
proxy. IF NO INSTRUCTIONS ARE INDICATED, SUCH SHARES OF COMPANY COMMON STOCK
WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE COMPANY OF THE TWO NOMINEES
NAMED IN THE PROXY, FOR THE RATIFICATION OF THE APPOINTMENT OF HACKER, JOHNSON,
COHEN & GRIEB AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND, AS DETERMINED
BY A MAJORITY OF THE BOARD OF DIRECTORS, AS TO ANY OTHER MATTER WHICH MAY
PROPERLY COME BEFORE THE 1997 ANNUAL MEETING.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the 1997 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Secretary of the Company a duly executed proxy bearing a later date, or (iii)
appearing in person at the 1997 Annual Meeting and voting in person. All
written notices of revocation or other communications with respect to
revocation of proxies should be addressed as follows: F.F.O. Financial Group,
Inc., 2013 Live Oak Boulevard, St. Cloud, Florida 34771-8462, Attention:
Phyllis A. Elam.
A copy of the 1996 Annual Report to Stockholders, including financial
statements for the year ended December 31, 1996, accompanies this Proxy
Statement.
2
<PAGE> 6
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The 1997 Annual Meeting is being held to elect two directors of the Company
to serve three-year terms of office. The Board of Directors of the Company
consists of six members, divided into three classes, with the terms of office
of the classes ending in successive years. Two members are standing for
re-election to a three-year term expiring at the Annual Meeting of Stockholders
in 2000.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the proxies will be
voted for the election of the two nominees listed below. In the event that any
nominee is unable to serve (which is not anticipated), the persons designated
as proxies will cast votes for the remaining nominee and for such other person
as they may select. The affirmative vote of the holders of a majority of
shares of Company Common Stock represented and entitled to vote at the 1997
Annual Meeting at which a quorum is present is required for the election of the
directors listed below.
DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF THE
TWO NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee or director of the
Company continuing in office; a description of his position and offices with
the Company other than as a director, if any; a brief description of his
principal occupation and business experience during at least the last five
years; directorships presently held by him in companies other than the Company
with registered securities; and certain other information including his age and
the number of shares of Company Common Stock beneficially owned by him on
February 28, 1997. For information concerning membership on committees of the
Board of Directors see "PROPOSAL ONE -- ELECTION OF DIRECTORS -- Information
About the Board of Directors and Its Committees."
<TABLE>
<CAPTION>
AMOUNT, PERCENTAGE
NOMINEE OR DIRECTOR AND NATURE OF
CONTINUING IN OFFICE INFORMATION ABOUT BENEFICIAL OWNERSHIP
AND YEAR FIRST ELECTED NOMINEE OR DIRECTOR OF COMPANY
A DIRECTOR CONTINUING IN OFFICE COMMON STOCK (1)
- ---------------------- -------------------- --------------------
<S> <C> <C>
</TABLE>
NOMINEES FOR DIRECTOR
FOR THREE YEAR TERM EXPIRING ANNUAL MEETING 2000
<TABLE>
<S> <C> <C>
William R. Hough, President of William R. Hough & Co., St. 5,412,950 (2)
1993 Petersburg, Florida (an investment banking firm) (64.2%)
</TABLE>
3
<PAGE> 7
<TABLE>
<S> <C> <C>
since 1962; President of WRH Mortgage,Inc., (a
mortgage brokerage firm), St.Petersburg, Florida;
President of WRH Properties, Inc. (a property
management company), St. Petersburg, Florida; Director
of Republic Bank, St. Petersburg, Florida; President
of Royal Palm Centre, II, Inc., Port Charlotte,
Florida, since September 1991 (adult congregate living
facility). Mr. Hough is 70.
Alfred T. May, Chairman of the Board of the Company and the Association 117,500 (2)
1993 since September 1993; retired; Director of Republic Bank, St. (1.4%)
Petersburg, Florida; President of Mid-State Federal Savings
Bank, Ocala, Florida from 1989 to 1992; Mr. May is 59.
</TABLE>
MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE
TERM EXPIRES ANNUAL MEETING 1998
<TABLE>
<S> <C> <C>
Donald Sherwood Brown, Retired Veterinarian. Dr. Brown 53,355 (3)(4)
D.V.M., 1975 is 65. (.7%)
Mildred W. Pierson, Retired; former Senior Vice 41,659 (3)(5)
1989 President of the Association. (.5%)
Mrs. Pierson is 67.
<CAPTION>
TERM EXPIRES ANNUAL MEETING 1999
James B. Davis, President and Chief Executive Officer 84,873 (6)
1971 of the Company since October 1988; (1.0%)
President and Chief Executive Officer
of the Association since 1976.
Mr. Davis is 60.
Edward Allen Moore, Vice President, Poe and Brown 29,275 (3)(7)
1986 Insurance, Kissimmee, Florida. (.4%)
Mr. Moore is 60.
</TABLE>
- ----------
4
<PAGE> 8
(1) Information relating to beneficial ownership of Company Common Stock by
directors is based upon information furnished by each person using
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
Under such rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares "voting power," which includes the
power to vote or direct the voting of such security, or "investment
power," which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under such rules, more than one
person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which
he or she may disclaim any beneficial interest. Accordingly, nominees and
directors continuing in office are named as beneficial owners of shares as
to which they may disclaim any beneficial interest. Except as otherwise
indicated in the notes to this table, directors possessed sole voting and
investment power as to all shares of Company Common Stock set forth
opposite their names. The beneficial ownership and percentages of Company
Common Stock set forth in this column include 57,317 shares of Company
Common Stock which may be purchased by certain directors of the Company
pursuant to the exercise of options for such amount of shares. Such
shares may be deemed to be beneficially owned by such directors because
such shares are the subject of presently exercisable stock options. For
information with respect to stock options granted to certain directors,
see "PROPOSAL ONE -- ELECTION OF DIRECTORS -- Information on Benefit Plans
and Policies."
(2) Includes 8,750 shares which Mr. May has the right to acquire from Mr.
Hough on the first day that the shares can be sold pursuant to an
exemption from the registration requirements of the Securities Act of
1933, as amended (and any comparable resale provision under the securities
laws of the State of Florida) or, if a registration statement under such
Acts is in effect with respect to the shares, then pursuant to such
registration statement.
(3) Includes options to acquire 2,875 shares of Company Common Stock which are
currently exercisable.
(4) Includes 50,080 shares held jointly with Dr. Brown's spouse and 400 shares
held by his children.
(5) Includes 2,800 shares held solely by Mrs. Pierson, 3,324 shares held in
Mrs. Pierson's individual retirement account ("IRA") and 32,660 shares
held jointly with her spouse.
(6) Consists of 6,196 shares held jointly with his spouse, 27,025 shares held
in Mr. Davis' IRA, 2,960 shares held in his spouse's IRA, and 48,692
shares subject to presently exercisable options.
(7) All shares are held jointly with his spouse.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held 13 meetings during 1996. All
of the directors attended at least 75% of the aggregate total number of
meetings of the Board of Directors and meetings of the committees of the
Association on which they served. Since the Company does not engage in any
business activity (except to hold
5
<PAGE> 9
the shares of the Association) and does not provide compensation to any
directors or officers (who are compensated through the Association), the
Company does not have any standing committees. The Association's Board of
Directors presently has four committees. Certain information regarding the
function of these standing committees, their membership and the number of
meetings held during 1996 follows:
The Stock Option Plan Committee has responsibility for the administration
of the Company's stock option plan. This committee is comprised of all outside
directors. The committee held one meeting during 1996.
The Audit Committee reviews the annual audit, reports to the Board
concerning the audit and makes recommendations for improvements, internal
controls or other items covered by the audit function. This committee is
comprised of all outside directors. This committee held four meetings during
1996.
The Compensation Committee reviews the total compensation and benefits
program. It also makes recommendations to the Board concerning annual
increases in compensation for all employees. This committee is comprised of
all outside directors. The committee held two meetings during 1996.
The Loan Committee reviews certain loans and monitors and reviews loan
policies and procedures. This committee is comprised of all directors (except
Mr. Hough). The committee held 23 meetings during 1996.
The entire Board of Directors serves as the Nominating Committee for the
purpose of nominating persons to serve on the Board of Directors. While the
committee will consider nominees recommended by stockholders, it has not
actively solicited recommendations. The Bylaws of the Company provide that
stockholders entitled to vote for the election of directors may submit the
names of nominees for election to the Board of Directors. With respect to an
annual meeting, the nomination must be submitted to the Secretary of the
Company, in writing and setting forth certain information regarding the
nominee, at least 60 days prior to the anniversary date of the immediately
preceding annual meeting. The Board held one meeting in its capacity as the
Nominating Committee during 1996.
Mr. May, Chairman of the Board, receives $30,000 annually. During 1996,
outside directors were paid a fee by the Association of $850 each month and
$150 for each meeting of the Loan Committee ($200 if such committee meeting was
not on the same day as a meeting of the Board of Directors), and directors who
are also employees of the Association did not receive directors fees.
EXECUTIVE OFFICERS
The following lists the executive officers of the Company, all positions
held by them in the Company and the Association, including the period each such
position has been held, a brief account of their business experience during the
past five years and certain other information including their ages. Executive
officers are appointed annually at the organizational meeting of the Board of
Directors, which follows the Company Annual Meeting of Stockholders, to serve
until a successor has been duly elected and qualified or until his or her
death, resignation, or removal from office. Information concerning
directorships, committee assignments, minor positions and peripheral business
interests has not been included. No family relationships exist between any
Company directors or executive officers.
6
<PAGE> 10
<TABLE>
<CAPTION>
NAME AND POSITION
HELD IN THE COMPANY INFORMATION ABOUT EXECUTIVE OFFICERS
- ------------------- ------------------------------------
<S> <C>
James B. Davis President and Chief Executive Officer of the Company
Chief Executive Officer since October 1988; President and Chief Executive
of the Company and Officer of the Association since 1976. Mr. Davis is 60.
the Association
Phyllis A. Elam Chief Financial Officer and Senior Vice President of the
Chief Financial Officer Company and the Association since 1991; Controller
and Senior Vice President of the Company and the Association since 1988 and
of the Company and 1986, respectively. Ms. Elam is 37.
the Association
</TABLE>
MANAGEMENT STOCK OWNERSHIP
As of February 28, 1997, based on available information, all directors
and officers of the Company as a group (7 persons) beneficially owned 5,742,153
shares of Company Common Stock which constituted 67.6% of the number of shares
outstanding at that date. The foregoing figure includes 68,583 shares of
Company Common Stock that are the subject of presently exercisable stock
options held by directors and officers. For additional information with
respect to the options that have been granted to certain directors and
officers, see "PROPOSAL ONE -- ELECTION OF DIRECTORS -- Information on Benefit
Plans and Policies."
7
<PAGE> 11
EXECUTIVE COMPENSATION AND BENEFITS
The table below sets forth certain information with respect to the
President and Chief Executive Officer of the Company during 1996. No other
executive officer of the Company received a total salary and bonus in excess of
$100,000.
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ------------
AWARDS
------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#) COMPENSATION($)(1)
- ------------------ ---- --------- -------- --------------- --------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
James B. Davis 1996 $150,020 $56,813 $-0- -0- $5,566
President and Chief
Executive Officer of 1995 $150,020 $11,900 $-0- 16,700 $4,584
the Company and
the Association 1994 $150,020 $ -0- $-0- -0- $ -0-
</TABLE>
- ------------------
(1) Represents Company contribution on behalf of Mr. Davis pursuant to the
Company 401(k) Plan.
INFORMATION ON BENEFIT PLANS AND POLICIES
During 1996, the Company maintained two benefit plans: a defined
contribution profit sharing 401(k) plan ("401(k) Plan") and a Key Employee
Stock Compensation Program ("Stock Program"). The following sets forth
information regarding the 401(k) Plan and the Stock Program:
Stock Program. As a performance incentive and to encourage ownership
of Company Common Stock, the Company adopted the Stock Program for the benefit
of its directors, officers and other selected employees of the Association. An
aggregate of 241,500 shares of authorized but unissued shares of Common Stock
of the Company are reserved for issuance under the Stock Program. Four kinds
of rights are contained in the Stock Program that are available for grant:
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code, compensatory stock options, stock appreciation rights and
performance share awards. Only options, incentive and compensatory, have been
granted under the provisions of the Stock Program.
As of December 31, 1996, stock options covering a total of 203,250
shares were outstanding to 16 people under the Stock Program at exercise prices
ranging from $2.125 to $2.75. All stock options granted to employees vest and
become exercisable over a three-year period, with one-third of such options
vesting each year. All stock options granted to outside directors are
immediately exercisable. No options were exercised in 1996.
8
<PAGE> 12
The following sets forth certain information regarding options
outstanding to Mr. Davis as of December 31, 1996:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised in-the-Money
Acquired Options/SARs Options/SARs
on Value at FY-End (#) at FY-End($)
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James B. Davis 48,692/36,133 $164,336/$121,956
- ------------------------------------------------------------------------------------------------------------
</TABLE>
401(k) Plan. The Association has a 401(k) Plan for the benefit of
employees of the Association. The Association may make periodic contributions
to the Plan in an amount determined by the Board of Directors. Contributions
by the Association are allocated among all employees who, on January 1 of any
year, have been employed for at least one year and have completed 1,000 hours
of service in the prior year. Each year, participants may elect to defer up to
15% of compensation instead of receiving that amount in cash. The Association
may contribute a matching amount up to 6% of compensation. Amounts deferred by
participants are fully vested. Contributions by the Association vest over a
period of two to seven years of service. The amount contributed by the Company
to the 401(k) Plan during 1996 was $70,320, which includes $5,566 contributed
on behalf of Mr. Davis.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the "Committee")
presently is composed of the five non- employee directors, Dr. Brown, Messrs.
Hough, May, and Moore and Mrs. Pierson.
The Committee is responsible for setting and monitoring the effectiveness
of the compensation provided to the Association's executive officers. In its
decision-making, the Committee is guided by a compensation philosophy designed
to reward employees for the achievement of organizational goals and the
maximization of shareholder return. Specific levels of pay and incentive
opportunity are determined by the competitive market for executive talent and,
where appropriate, the need to invest in the future growth of the business.
The compensation program, which provides incentives for executives to achieve
the short- and long-term goals of the Association, comprises two components:
base salary and incentive compensation.
9
<PAGE> 13
The competitive market at the executive level is considered to be national
in scope and to include companies of similar size and complexity. This
compensation-related survey group is consistent with the stock-performance peer
group found in the performance graph.
Compensation surveys are conducted on a periodic basis to test the
Association's market position and confirm that compensation is managed in a
manner consistent with the Association's philosophy.
Base Salary. Consistent with all salary programs of the Association,
executive base salaries are targeted within ranges of comparable market levels.
Annual salary adjustments, including that of the President and Chief Executive
Officer, are based on individual performance and managed by the same percentage
increase guidelines used for all employees.
In the judgment of the Board of Directors and executive management, the
determination of base salary levels for selected key positions also requires
consideration of the future needs of the Association. As such, the level of
salary of the President and Chief Executive Officer and Senior Vice Presidents
is consistent with the expected growth and increasing sophistication of the
Association.
Incentive Compensation. Based on organizational level and performance,
incentive opportunities are available to a designated group of key Association
employees. This program is effective in reinforcing both the overall values of
the Association and the specific operating goals of the Association.
The incentive bonus plan is designed to focus executive attention on the
key performance goals of the Association, identify the expected levels of
performance and reward individuals who meet or exceed such expectations. The
aggregate amounts available for incentive awards are determined based on the
overall financial performance of the Association. The actual awards paid to
individual recipients under the plans are based on the achievement of these
performance goals.
For the top executive officer named in this report, the key measures of
performance are earnings per share, return on assets, and a mix of weighted
goals specific to individual responsibilities.
The amount of incentive compensation opportunity is linked to the base
salary of the position and its impact on the success of the business.
Incentive compensation for the president and chief executive officer and the
senior vice presidents, is determined as a percentage of base salary. Actual
awards, which cannot exceed the determined amount, are set by the Committee
based on the Association's earnings per share performance and return on assets.
In February, 1997, the Compensation Committee awarded bonuses for 1996 of
$47,135 to executive officers (including $36,075 to Mr. Davis).
Donald Sherwood Brown, D.V.M.
William R. Hough
Alfred T. May
Edward Allen Moore
Mildred W. Pierson
10
<PAGE> 14
COMPARISON OF STOCKHOLDER RETURN
The graph set forth below shows the Company's total stockholder return
over the period beginning December 31, 1991 and ending December 31, 1996 as
compared to the NASDAQ Stock Market (U.S.) Index and the NASDAQ Bank Index.
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
All Nasdaq Stocks 100.000 116.378 133.595 130.587 184.674 227.164
Nasdaq Bk 100.000 145.551 165.989 165.385 246.319 223.701
F.F.O. Grp 100.000 54.200 116.667 141.667 170.833 461.255
Note: Assumes $100 invested on 12/31/91. Total return assumes reinvestment of dividends. Figures are for
illustration purposes only.
</TABLE>
CERTAIN TRANSACTIONS
The Association offers single-family residential mortgage loans and
consumer loans to its directors, officers and employees. Such loans are made
in the ordinary course of business and on substantially the same terms,
including interest rates and collateral, as loans made at the time to
non-affiliates. In the judgment of management, these loans do not involve more
than the normal risk of collectibility or present other unfavorable features.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of the audit committee,
has appointed Hacker, Johnson, Cohen & Grieb, independent certified public
accountants, to audit the consolidated financial statements of the Company and
its subsidiaries for the current year ending December 31, 1997, subject to
ratification by the stockholders. Hacker, Johnson, Cohen & Grieb has served as
independent certified public accountants for the Company and its subsidiaries
since 1992. Hacker, Johnson, Cohen & Grieb has advised the Company that
neither the firm nor any of its partners has any interest in the Company and
its subsidiaries except as auditors and independent certified public
accountants of the Company and its subsidiaries. A representative of Hacker,
Johnson, Cohen & Grieb is expected to be present at the 1997 Annual Meeting and
will have the opportunity to make a statement if he or she so desires and
respond to appropriate questions.
11
<PAGE> 15
The affirmative vote of the holders of a majority of the shares of the
Company Common Stock represented at the 1997 Annual Meeting, at which a quorum
is present, is required to ratify the appointment of Hacker, Johnson, Cohen &
Grieb as independent certified public accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF HACKER, JOHNSON, COHEN & GRIEB AS INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1997.
OWNERSHIP OF EQUITY SECURITIES
As of February 28, 1997, the only stockholder known to the Company to be
the beneficial owner, as defined by rules of the Securities and Exchange
Commission, of 5% or more of the outstanding shares of the Company Common Stock
was Mr. William R. Hough, with respect to whom beneficial ownership
information has been set forth in the following table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------- -------------------- --------
<S> <C> <C>
Mr. William R. Hough 5,412,950(1) 64.2%
P.O. Box 1051
St. Petersburg, FL 33731
</TABLE>
- ----------------
(1) Includes 8,750 shares which Mr. May (a director of the Company) has the
right to acquire from Mr. Hough on the first day that the shares can be
sold pursuant to an exemption from the registration requirements of the
Securities Act of 1933, as amended (and any comparable resale provision
under the securities laws of the State of Florida) or, if a registration
statement under such Acts is in effect with respect to the shares, then
pursuant to such registration statement.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders of the Company intended to be presented at the
1998 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices on or before December 1, 1997, in order to be
included in the Company's Proxy Statement and form of proxy relating to the
1998 Annual Meeting of Stockholders.
12
<PAGE> 16
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 1997 Annual Meeting will be paid by
the Company. In addition to solicitation by use of the mail, proxies may be
solicited by directors, officers, and employees of the Company in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses incurred in connection with such solicitation.
Arrangements also will be made to furnish copies of proxy materials to
custodians, nominees, fiduciaries and brokerage houses for forwarding to
beneficial owners of Company Common Stock. Such persons will be paid for
reasonable expenses incurred in connection with such services.
MISCELLANEOUS
Management of the Company does not know of any matters to be brought
before the 1997 Annual Meeting other than those described in this Proxy
Statement. If any other matters properly come before the 1997 Annual Meeting,
the persons named as proxies in the enclosed form of proxy and acting
thereunder will vote on such matters as determined by a majority of the Board
of Directors.
UPON THE WRITTEN REQUEST OF ANY PERSON WHOSE PROXY IS SOLICITED BY THIS
PROXY STATEMENT, THE COMPANY WILL FURNISH TO SUCH PERSON WITHOUT CHARGE (OTHER
THAN FOR EXHIBITS) A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR ITS
YEAR ENDED DECEMBER 31, 1996, INCLUDING FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WRITTEN
REQUESTS MAY BE MADE TO F.F.O. FINANCIAL GROUP, INC., 2013 LIVE OAK BOULEVARD,
ST. CLOUD, FL 34771-8462, ATTENTION: PHYLLIS A. ELAM.
13
<PAGE> 17
APPENDIX
PROXY CARD
REVOCABLE PROXY
F.F.O. FINANCIAL GROUP, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 23, 1997.
The undersigned hereby appoints Donald Sherwood Brown and Mildred W.
Pierson, or either of them with individual power of substitution, proxies to
vote all shares of the Common Stock of F.F.O. Financial Group, Inc. (the
"Company") which the undersigned may be entitled to vote at the Annual Meeting
of Stockholders to be held at the Osceola County Stadium Clubhouse, 1000 Bill
Beck Boulevard, Kissimmee, Florida, on Wednesday, April 23, 1997, at 10:00 A.M.,
Eastern Time ("1997 Annual Meeting"), and at any adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A VOTE IS NOT
SPECIFIED, SAID PROXIES WILL VOTE IN FAVOR OF PROPOSALS I AND II. IF ANY OTHER
MATTERS PROPERLY COME BEFORE THE ANNUAL MEETING, SAID PROXIES WILL VOTE ON SUCH
MATTERS AS DETERMINED BY A MAJORITY OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
I. FOR ______, or WITHOUT ______, authority to vote for the election
of the following two directors to serve a three year term:
William R. Hough and Alfred T. May
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
list name(s) below:
- --------------------------------------------------------------------------------
<PAGE> 18
II. FOR ______, or AGAINST ______, or ABSTAIN _______ approval of the
proposal to ratify the appointment of Hacker, Johnson, Cohen &
Grieb as independent certified public accountants for the Company
and its subsidiaries for the year ending December 31, 1997.
PLEASE MARK, SIGN BELOW, DATE AND RETURN THIS PROXY
PROMPTLY IN THE ENVELOPE FURNISHED.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME
BY AUTHORIZED PERSON.
SHARES _______________
DATED __________ _____, 1997
___________________________________
SIGNATURE
___________________________________
SIGNATURE IF HELD JOINTLY
[ ] PLEASE MARK HERE IF YOU INTEND TO ATTEND THE 1997 ANNUAL MEETING OF
STOCKHOLDERS.
