September 25, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of First Federal Financial Corporation of Kentucky (the
"Corporation") to be held at the Corporation's home office, 2323 Ring Road,
Elizabethtown, Kentucky on Wednesday, October 16, 1996 at 5:00 p.m.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting, we will
report on the operations of the Corporation. Directors and officers of the
Corporation as well as a representative from the Corporation's independent
accounting firm, Whelan, Doerr, Pike & Pawley, PSC, will be present to respond
to appropriate questions of shareholders.
Detailed information concerning activities and operating performance
during the fiscal year ended June 30, 1996 is contained in our Annual Report,
which is also enclosed.
Please sign, date and promptly return the enclosed proxy card to the
Corporation. If you attend the meeting, you may vote in person even if you have
previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
LARRY W. LOGSDON
President
<PAGE>
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
2323 Ring Road
Elizabethtown, Kentucky 42702-5006
(502) 765-2131
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on October 16, 1996
The Annual Meeting of Shareholders of First Federal Financial
Corporation of Kentucky (the "Corporation"), will be held at the Corporation's
home office, 2323 Ring Road, Elizabethtown, Kentucky, on Wednesday, October 16,
1996 at 5:00 p.m.
A Proxy Card and a Proxy Statement of the meeting are enclosed.
The meeting is for the purpose of considering and acting upon:
1. The election of three directors of the Corporation;
2. The ratification of the appointment of Whelan, Doerr, Pike &
Pawley, PSC as auditors for the Corporation for the fiscal
year ending June 30, 1997; and
3. Such other matters as may properly come before the meeting
or any adjournments thereof.
NOTE: The Board of Directors is not aware of any other business to
come before the meeting.
Any action may be taken on any one of the foregoing proposals at the
meeting on the date specified above, or on any date or dates to which, by
original or later adjournment, the meeting may be adjourned. Shareholders of
record at the close of business on August 30, 1996 are the shareholders entitled
to vote at the meeting and any adjournments thereof.
You are requested to fill in and sign the enclosed proxy card which is
solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy card will not be used if you attend and vote at the meeting
in person.
BY ORDER OF THE BOARD OF DIRECTORS
REBECCA S. BOWLING
Secretary
Elizabethtown, Kentucky
IMPORTANT: THE PROMPT RETURN OF PROXY CARDS WILL SAVE THE CORPORATION THE
EXPENSE OF FURTHER REQUESTS FOR PROXY CARDS IN ORDER TO INSURE A QUORUM. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
2323 RING ROAD
ELIZABETHTOWN, KENTUCKY 42702-5006
(502) 765-2131
ANNUAL MEETING OF SHAREHOLDERS
October 16, 1996
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxy cards by the Board of Directors of First Federal Financial Corporation
of Kentucky (the "Corporation") for use at the 1996 Annual Meeting of
Shareholders of the Corporation (the "Meeting") to be held at the Corporation's
home office, 2323 Ring Road, Elizabethtown, Kentucky, on Wednesday, October 16,
1996 at 5:00 p.m. The accompanying Notice of Annual Meeting of Stockholders and
this Proxy Statement, together with the enclosed proxy card, are being first
mailed to stockholders of the Corporation on or about September 25, 1996.
REVOCABILITY OF PROXY CARDS
Shareholders who execute proxy cards retain the right to revoke them at
any time. Unless so revoked, the shares represented by such proxy cards will be
voted at the Meeting and all adjournments thereof. Proxy cards may be revoked by
written notice to the Secretary of the Corporation or by the filing of a
later-dated proxy card prior to a vote being taken on a particular proposal at
the Meeting. A written notice of revocation of a proxy card should be sent to
the Secretary, First Federal Financial Corporation of Kentucky, 2323 Ring Road,
P.O. Box 5006, Elizabethtown, Kentucky 42702-5006, and will be effective if
received by the Secretary prior to the Meeting. A previously submitted proxy
card will also be revoked if a shareholder attends the Meeting and votes in
person. Proxy cards solicited by the Board of Directors of the Corporation will
be voted in accordance with the directions given therein. Where no instructions
are indicated, the shares represented by a signed proxy card will be voted for
the nominees for director set forth below and in favor of the other proposal set
forth in this proxy statement for consideration at the Meeting. The proxy card
confers discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the nominee is unable
to serve or for good cause will not serve, and matters incident to the conduct
of the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record as of the close of business on August 30, 1996
are entitled to one vote for each share then held, except for the right to
cumulate votes for the election of directors. As of August 30, 1996, the
Corporation had 4,210,969 shares of common stock ("Common Stock") issued and
outstanding.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934. Based on such reports, the following table sets
forth, as of August 30, 1996, certain information as to those persons who were
beneficial owners of more than 5% of the outstanding shares of Common Stock as
of that date. The table also sets forth the beneficial ownership of the
Corporation's Chief Executive Officer and all executive officers and directors
as a group.
<PAGE>
Amount & Nature Percent of Shares
of Beneficial of Capital Stock
Ownership Outstanding
First Federal Financial Corporation
of Kentucky Employee Stock
Ownership Plan
2323 Ring road
P.O. Box 5006
Elizabethtown, Kentucky 42702-5006 322,364 (1) 7.66%
All Executive Officers and
Directors as a Group (20 Persons) 720,688 (2) 17.11%
(1) Includes 861 shares of Common Stock currently held in a suspense
account for future allocation to employee participants. As of the date
of this proxy statement, 321,503 shares have been allocated. The
unallocated shares are voted by First Federal Savings Bank Trust
Department, the ESOP Trustee, pursuant to instructions received from
the Employee Stock Ownership Plan ("ESOP") Committee consisting of the
Board of Directors of First Federal Savings Bank of Elizabethtown
("Savings Bank"). The voting of allocated shares is directed by the
employees.
(2) Includes certain shares owned by spouses, or as custodian or trustee,
over which shares all executive officers and directors as a group
effectively exercise sole voting and investment power, unless otherwise
indicated. Also includes 55,674 shares of Common Stock which may be
purchased pursuant to stock options exercisable within 60 days from the
record date, and 155,212 shares held by the Savings Bank's ESOP which
have been allocated to all executive officer participants as a group.
Shares allocated to an employee participant are voted by the employee.
Excludes 861 unallocated shares held by the ESOP for the benefit of
plan participants. The Board of Directors of the Savings Bank serves as
the ESOP Committee and has the authority to direct the voting of the
ESOP's unallocated shares.
CUMULATIVE VOTING
Pursuant to the Articles of Incorporation and Bylaws of the
Corporation, every stockholder voting for the election of directors is entitled
to cast a number of votes calculated by multiplying his shares times the number
directors to be elected. Each stockholder will be entitled to cast his votes for
one director or distribute his votes among any number of candidates. The Board
of Directors intends to vote the shares represented by completed proxy cards
solicited by it equally among the three candidates standing for election as
directors nominated by the Board of Directors. However, the Board reserves the
right, in its sole discretion, to distribute the votes among some or all of the
nominees of the Board of Directors in another manner so as to elect as directors
the maximum number of nominees possible.
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PROPOSAL I - ELECTION OF DIRECTORS
The Corporation's Board of Directors is currently comprised of nine
directors, divided into three classes with staggered terms. One class of three
directors is elected annually to a three-year term.
At the Meeting three current directors will stand for re-election. The
Board of Directors has nominated Van E. Allen, Wreno M. Hall, and Walter D.
Huddleston to serve as directors for terms of three years. If any nominee is
unable to serve, the shares represented by all valid proxy cards will be voted
for the election of such substitute director as the Board of Directors may
recommend. At this time, the Board knows of no reason why any nominee might be
unable to serve.
The three persons receiving the most votes cast in their favor at the
Meeting will be elected as directors. Votes which are not cast at the Meeting,
either because of abstentions or broker non-votes, are not considered in
determining the number of votes which have been cast for or against the election
of a nominee.
The following table sets forth for each nominee and for each director
continuing in office such person's name, age, the year he or she first became a
director and the number of shares and percentage of the Common Stock
beneficially owned.
SHARES OF
COMMON
YEAR FIRST STOCK
ELECTED BENEFICIALLY
AGE AT OR TERM OWNED AT PERCENT
JUNE 30, APPOINTED TO AUGUST 30, OF
NAME 1996 DIRECTOR (1) EXPIRE 1996 (2)(3) CLASS
---- ---- ------------ ------ ------------- -----
Van E. Allen 86 1950 1999 32,000 .76%
Wreno M. Hall 77 1979 1999 102,264 2.43
Walter D. Huddleston 70 1966 1999 72,030 1.71
DIRECTORS CONTINUING IN OFFICE
Robert M. Brown 56 1991 1998 11,832 .28
Irene B. Lewis 75 1983 1997 3,200 .08
Larry W. Logsdon 54 1983 1997 111,390(4) 2.63
Kennard Peden 80 1967 1997 24,000 .57
Burlyn Pike 75 1995 1998 1,600 .01
J. Alton Rider 59 1987 1998 69,324 1.64
Certain Non-Director Executive Officers
Number of Shares of Percent
Common Stock Beneficially of
Name Age Owned Class
B. Keith Johnson 35 21,598 (5) .51%
M. Dennis Young 37 140,866 (2)(6) 3.35%
Wm. Ray Brown 48 29,792 (7) .71%
(1) Reflects the year first elected as a director of the Savings Bank. With
the exception of Mr. Brown, who was appointed to the Board of Directors
to fill a vacancy on July 22, 1991 and Mr. Pike who was appointed to
fill the unexpired term of J. Howard Holbert on January 4, 1995, each
director became a director of the Corporation on the date of its
incorporation in August 1989.
(2) Includes certain shares owned by spouses, or as custodian or trustee
over which shares the director or executive officer effectively
exercises sole voting and investment power, unless otherwise indicated.
(3) Excludes 861 unallocated shares held by the Savings Bank's ESOP for
the benefit of plan participants. The
3
<PAGE>
Board of Directors of the Savings Bank serves as the ESOP Committee and
has the authority to direct the voting of the ESOP's unallocated
shares.
(4) Includes 26,668 shares of Common Stock which Mr. Logsdon may purchase
pursuant to stock options which are immediately exercisable. Also
includes 49,580 shares under the ESOP which have been allocated to Mr.
Logsdon's account for which Mr. Logsdon has voting rights.
(5) Includes 20,000 shares of Common Stock which Mr. Johnson may purchase
pursuant to stock options which are immediately exercisable. Also
includes 1,598 shares under the ESOP which have been allocated to Mr.
Johnson's account for which Mr. Johnson has voting rights.
(6) Includes 20,902 shares under the ESOP which have been allocated to
Mr. Young's account for which Mr. Young has voting rights.
(7) Includes 22,980 shares under the ESOP which have been allocated to
Mr. Brown's account for which Mr. Brown has voting rights.
LISTED BELOW IS CERTAIN INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS
OF THE CORPORATION. UNLESS OTHERWISE NOTED ALL DIRECTORS AND EXECUTIVE OFFICERS
HAVE HELD THESE POSITIONS FOR AT LEAST FIVE YEARS.
Van E. Allen has been a director of the Savings Bank since 1950 and has
held the office of Senior Vice President for 31 years. Mr. Allen is a retired
businessman who previously served on the Elizabethtown City Council.
Robert M. Brown owns and operates Brown Funeral Home, which he formed
in 1972. He is a charter member of the Elizabethtown A.M. Rotary Club.
Mr. Brown is also active in the National, Kentucky and South Central Funeral
Directors Association. He is also an active member of the Chamber of Commerce
and has served as a major division chairman of Elizabethtown Community College's
Partner's in Progress fund raising campaign.
Wreno M. Hall has been a surgeon in Elizabethtown for over 35 years.
Walter D. Huddleston is a former two-term member of the United States
Senate. Since leaving the Senate in 1985, he has owned and operated Walter D.
Huddleston Consulting, a legislative consulting firm located in Elizabethtown
and Washington, D.C. Mr. Huddleston is a member of the Chamber of Commerce.
Larry W. Logsdon has been employed in various capacities by First
Federal Savings Bank of Elizabethtown since 1966. Currently he serves as
President and C.E.O. of the bank, its subsidiary, First Service Corporation, and
its parent company, First Federal Financial Corporation of Kentucky. Mr. Logsdon
currently serves as a board member of the Kentucky Bankers Association and is
past chairman of the Kentucky League of Savings Institutions, Inc. Locally, he
serves as vice chairman of the Elizabethtown Industrial Foundation and as a
director for the North Central Kentucky Educational Foundation. He is a past
president of the Elizabethtown Rotary Club and is a past director of the
Elizabethtown-Hardin County Chamber of Commerce.
Irene B. Lewis was employed by the Savings Bank in various capacities
including Controller and Corporate Secretary for 38 years prior to her
retirement in 1985.
Kennard Peden is a retired farmer. Mr. Peden is a member of the Board
of Directors of the Western District Warehousing Corporation, Shelbyville,
Kentucky and also serves as a director of the North Central Kentucky Education
Foundation.
Burlyn Pike is a member of the law firm Pike & Schmidt Law Office,
P.S.C. in Shepherdsville, Kentucky. Mr. Pike also served as the President and
Chief Executive Officer of Bullitt Federal Savings Bank until its merger with
First Federal Savings Bank in January of 1995. Mr. Pike was named a director
of the Corporation in January 1995.
J. Alton Rider has been owner and operator of Rider's Men & Women
Clothing Store in Elizabethtown since 1969. He is past President of the Hardin
County A.M. Rotary Club, former Hardin County School Board member, past Hardin
County Representative of the Kentucky Retail Association, and a current member
of the National Retail Federation. He is also currently serving as a Board
member of the Kentucky Retail Federation.
4
<PAGE>
Certain Non-Director Executive Officers
B. Keith Johnson currently holds the title of Executive Vice President.
Previous to Mr. Johnson joining the corporation as the comptroller in 1993,
he was a principal in the accounting firm of Whelan, Johnson, Doerr, Pike
& Pawley P.S.C., where he was extensively involved in the firm's financial
institution practice. Mr. Johnson has been a licensed CPA since 1984.
M. Dennis Young currently serves as the Senior Vice President and
Chief Financial Officer of the Corporation. Mr. Young has been with the Bank
since 1983.
Wm. Ray Brown currently serving as a Senior Vice President and
Compliance Officer for the Corporation. Mr. Brown has served in many capacities
since joining the Bank in 1972.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board and through its committees. During the fiscal year ended June 30, 1996,
the Board of Directors held 13 meetings. No director of the Corporation attended
fewer than 75% of the total meetings of the Board of Directors and committee
meetings on which such Board member served during this period.
The full Board of Directors of the Corporation acts as a nominating
committee for the annual selection of its nominees for election as directors.
While the Board of Directors will consider nominees recommended by shareholders,
it has not actively solicited recommendations from the Corporation's
shareholders for nominees nor, subject to the procedural requirements set forth
in the Corporation's Articles of Incorporation and Bylaws, established any
procedures for this purpose. The Board of Directors met once during the 1996
fiscal year in its capacity as nominating committee.
The Board of Directors has an audit committee which selects the
Corporation's independent auditors and reviews major financial, accounting and
internal auditing policies. This committee meets with the independent auditors
prior to scheduling the external audits to discuss the scope of work and audit
findings and reviews the finished reports. The committee also reviews Office of
Thrift Supervision examiner's reports and monitors policies pertaining to
conflicts of interest as they affect directors, officers, and employees. The
audit committee is composed of Directors Lewis, Peden, and Rider. The audit
committee met twice during the 1996 fiscal year.
The Board of Directors has a compensation committee which meets to
determine issues involving executive compensation. The compensation committee is
composed of Directors Huddleston, Allen and Hall. The compensation committee met
once in 1996.
EXECUTIVE COMPENSATION
Report of Compensation Committee on Executive Compensation
During fiscal 1994, the Corporation established a Compensation
Committee, comprised entirely of independent, nonemployee directors, with
responsibility for reviewing all aspects of the Corporation's and Savings Bank's
executive compensation program. The Compensation Committee's primary objective
in the structuring of executive compensation is to provide a means of attracting
and retaining executives with the experience and capability of providing
outstanding leadership to the Corporation and the Savings Bank.
The Corporation's and the Bank's executive compensation program,
described in greater detail below, consists of a competitive base salary, an
incentive bonus based on the attainment of annual corporate performance
objectives, and stock-based compensation awards.
In establishing base salary levels and recommending corporate
performance objectives, the Committee reviews relevant financial results for the
Corporation, including growth in earnings, the rate of return on assets, and
various other measures of productivity and efficiency. The Compensation
Committee also believes that stock-based
5
<PAGE>
compensation, in the form of ESOP awards and grants of stock options and stock
appreciation rights, can provide a longer-term incentive by giving executives,
employees, and the Corporation's shareholders a common interest in increasing
long-term shareholder value.
Salaries
The Compensation Committee has established a policy of providing base
pay for executives that approximates the median base pay provided to executives
of other thrifts and financial institutions of similar size. Base pay increases
for executives and all other employees are based on an evaluation of individual
performance.
Bonus Incentive Compensation
Corporate performance objectives are established each year by the Board
of Directors, which can include specific targets for growth, return on assets,
and return on equity. When these objectives are met, all employees, including
executive officers, earn an incentive bonus equal to a percentage of base pay.
Based upon the actual financial results for the year all employees of the
Savings Bank earned an incentive bonus equal to 7.36% of base pay.
Employee Stock Ownership Plan
The Corporation awards shares of the Common Stock under the ESOP to
eligible employees, including executives, based on a percentage of base pay
determined by the Board of Directors. Under the ESOP, executive officers were
awarded an aggregate of 5,527 shares of Common Stock during fiscal 1996.
Stock Option and Incentive Plan
The Corporation maintains a Stock Option and Incentive Plan as a means
of increasing the incentive and encouraging the continued employment of key
employees by facilitating their purchases of an equity interest in the
Corporation. Under this plan, participants are eligible to receive stock options
and stock appreciation rights. Awards under the plan are subject to vesting and
forfeiture as determined by the Stock Option Committee administering the plan.
The stock options which have been granted have various vesting schedules which
range from four years to eight years depending on the date of the option.
Options and SARs may be granted at or below the market value of the
Corporation's Common Stock on the date of grant. During the fiscal 1996, 7,000
shares were granted to executive officers under this plan. The Board believes
that this plan helps to retain and motivate executive officers to improve
long-term shareholder value.
Compensation of Chief Executive Officer
In establishing Mr. Logsdon's salary for fiscal year 1996, the
Compensation Committee took into account the Corporation's success in meeting
its financial and non-financial performance goals and the Committee's overall
assessment of Mr. Logsdon's contribution to the Corporation's outstanding
performance. During fiscal year 1996, the Corporation had goals in the
following areas: (1) return on assets, (2) loan growth, and (3) deposit growth.
Under Mr. Logsdon's leadership the Corporation met substantially all the
established goals and achieved a record level of net income. Mr. Logsdon earned
a base salary of $142,100 for fiscal 1996, a 6.4% increase over his base salary
for fiscal 1995. Mr. Logsdon's incentive bonus for fiscal 1996 was $10,458, or
7.36% of his salary, which was the same percentage as was received by all
employees of the Savings Bank. In addition, Mr. Logsdon was given a $10,000
bonus for the successful completion of the Bullitt Federal Savings Bank
acquisition. Mr. Logsdon was also awarded 1,557 shares of stock from the ESOP
during fiscal 1996.
COMPENSATION COMMITTEE
Walter D. Huddleston
Van E. Allen
Wreno M. Hall
Burlyn Pike
6
<PAGE>
Summary Compensation Table
The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by the Chief Executive
Officer of the Corporation and the Savings Bank. No other executive officer
earned a combined salary and bonus in excess of $100,000 during fiscal year
1996.
ANNUAL COMPENSATION
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
(1) (2) (3)
Larry W. Logsdon 1996 $142,100 $22,444 $3,237 $ 51,757
President and Chief 1995 133,600 11,262 3,300 108,454
Executive Officer 1994 128,500 10,832 3,300 91,978
(1) Includes a performance incentive bonus, a Christmas bonus and a bonus
related to the successful completion of the Bullitt Federal acquistion.
See "Board of Directors Report on Executive Compensation."
(2) Represents compensation related to Mr. Logsdon's use of an automobile
provided by the Savings Bank.
(3) Includes the following for the 1996, 1995, and 1994 fiscal years,
respectively: director's fees of $12,600, $12,600, and $12,600 ;
matching contributions under the Savings Bank's 401 (k) plan of $5,682,
$5,344, and $5,142; amounts credited to Mr. Logsdon's account under the
Savings Bank's ESOP of $33,475, $90,510, and $74,236.
Options Exercises and Year-end Value Table
The following table sets forth information concerning the value of
options held by the Chief Executive Officer at the end of fiscal year 1996.
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Fiscal at Fiscal
Shares Acquired Value Year-End Year-End
Name on Exercise Realized(1) (Exercisable) (Exercisable)(1)
Larry W. Logsdon -0- -0- 26,668 $452,525
(1) Difference between fair market value of underlying Common Stock at
June 30, 1996 and the exercise price of such options.
Directors' Compensation
Members of the Board of Directors of the Corporation receive a monthly
fee of $250. Members of the Savings Bank's Board of Directors receive a monthly
fee of $750. Advisory Board members receive a monthly fee of $550. No fees are
paid for attendance at committee meetings.
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Employment Agreeements
Effective April 24, 1987, the Savings Bank entered into an employment
agreement with Larry W. Logsdon, formerly Executive Vice President and currently
President and Chief Executive Officer of the Savings Bank. The agreement, which
is for a five-year term, provides for a minimum salary of $77,500. The agreement
provides for an automatic annual extension of the term of employment for an
additional one-year period beyond the then effective expiration date unless the
Savings Bank or Mr. Logsdon gives written notice that the agreement will not be
extended further. In determining whether to give such written notice, the Board
of Directors evaluates Mr. Logsdon's overall job performance. The agreement
provides for Mr. Logsdon's inclusion in any discretionary bonus plans, customary
fringe benefits, vacation and sick leave as provided for the other management
personnel. The agreement is terminable upon Mr. Logsdon's death, by voluntary
termination or by the Savings Bank for "just cause" as defined in such
agreement. If the Savings Bank terminates Mr. Logsdon's employment without just
cause, Mr. Logsdon is entitled to a continuation of his salary for the remaining
term of the agreement. He would also be entitled to the amount of the cost
incurred in obtaining health, life and disability insurance at benefit levels
substantially equal to those being provided under the terms of the agreement to
the extent such benefits are obtainable, up to the date of termination of the
agreement. Mr. Logsdon would also be entitled to supplemental retirement
benefits in an amount sufficient to provide him with the benefit he would have
during the remainder of the period of his employment.
Mr. Logsdon's agreement provides that in the event of disability, the
Savings Bank shall continue to pay him full compensation for the first 18 months
from the date of such disability at which time the Savings Bank may terminate
the agreement and Mr. Logsdon shall receive 60% of his monthly salary following
such 18 month period until the earlier of the death or normal retirement date
under the Savings Bank's pension plan. The agreement provides that this amount
shall be offset by any amounts paid to Mr. Logsdon under any other disability
program maintained by the Savings Bank.
The agreement contains a provision stating that in the event the
Savings Bank undergoes a "change of control" and Mr. Logsdon is thereafter
terminated for other than "cause," retirement, or extended disability; suffers a
change in capacity or circumstances of employment as contemplated by the
agreement; or suffers reduction in compensation, responsibility, authority or
benefits without his written consent, then the Savings Bank must make an
additional payment to Mr. Logsdon, unless such payment, in whole or in part,
will reduce the capital of the Savings Bank below its minimum regulatory capital
requirements. First, Mr. Logsdon will be paid an amount equal to 2.99 times his
average annual compensation received during the five-year period immediately
preceding the change of control. It is estimated that as of June 30, 1996 such
payment would be $387,025. Second, Mr. Logsdon and his dependents, beneficiaries
and estate will continue to be covered under all benefit plans of the Savings
Bank for thirty-six months after termination or other event which triggered the
additional payment.
Benefits
Insurance. The Savings Bank's full-time officers and employees are
provided hospitalization, major medical and life insurance. The Savings Bank
pays the premiums for these coverages. The Savings Bank also provides
disability, dental, and cancer insurance for its full-time employees at the
Savings Bank's expense.
Retirement Plan. The Savings Bank is a participating employer in a
multiple employer pension plan sponsored by the Financial Institution Retirement
Fund. All full time employees of the Savings Bank are eligible to participate
after one year of service and attaining age 21. Service credit for purposes of
benefit accrued, eligibility and vesting is retroactive to the date of
employment.
A qualifying employee becomes fully vested in the plan upon completion
of five years' service or when the normal retirement age of 65 is attained. The
plan is intended to comply with the requirements of Section 401(a) of the
Internal Revenue Code of 1986, as amended, ("Code") as a "tax qualified"
deferred benefits plan, and with the provisions of the Employee Retirement
Income Security Act of 1974, as amended.
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The plan provides for monthly payments to each participating employee
at normal retirement age. The annual allowance payable under the plan is equal
to 2% of the highest average earnings received in any five consecutive full
calendar years during the last ten years of employment before the participant's
normal retirement date multiplied by the years of credited service. A
participant who has attained the age of 45 and completed ten years of service
may take an early retirement and elect to receive a reduced monthly benefit
beginning immediately. Mr. Logsdon has 27 years of credited service under the
plan. During fiscal year 1996, the Bank contributed $113,584 to the plan.
The following table shows the estimated annual benefits payable under
the plan based on the respective employee's years of service and the
compensation indicated below, as calculated under the plan assuming
retirement as of December 31, 1995. Under the Code, benefits under the plan
are limited to $120,000 per year.
YEARS OF SERVICE
Remuneration 15 20 25 30 35
------------ ---- ---- ---- ---- ---
10,000 3,000 4,000 5,000 6,000 7,000
20,000 6,000 8,000 10,000 12,000 14,000
30,000 9,000 12,000 15,000 18,000 21,000
60,000 18,000 24,000 30,000 36,000 42,000
90,000 27,000 36,000 45,000 54,000 63,000
120,000 36,000 48,000 60,000 72,000 84,000
150,000 45,000 60,000 75,000 90,000 105,000
Transactions with the Corporation and the Savings Bank
In the past, the Savings Bank has followed a policy of offering
preferential terms on loans to its officers, directors and employees. As a
result of the passage in August 1989 of the Financial Institution Reform,
Recovery and Enforcement Act of 1989, however, the Savings Bank is no longer
permitted to grant loans on preferential terms to executive officers and
directors. The Savings Bank therefore currently offers interest rate and fee
concessions only on loans to its non-executive employees. All loans to directors
and executive officers are approved by the Board of Directors and are made in
the ordinary course of business on substantially the same terms as those of
comparable transactions prevailing at the time and do not involve more than the
normal risk of collectability or contain other unfavorable terms.
Set forth below is certain information relating to loans made to
executive officers and directors and their affiliates whose total aggregate loan
balances exceeded $60,000 at any time since the beginning of the last fiscal
year.
Highest
Unpaid
Principal
Prevailing Interest Balance Balance at
Name and Date Opening Rate When Rate Since June 30,
Type of Loan Originated Balance Loan Made Charged July 1, 1995 1996
------------ ---------- ------- --------- ------- ------------ ----
Alan Howell
First mortgage on 12/21/88 100,000 10.50 5.755% (1) $87,752 $84,892
personal residence
(1) Loan is adjustable rate; rate represents current interest rate.
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COMPARATIVE STOCK PERFORMANCE GRAPH
The graph below shows the cumulative total return on the Common Stock
of the Corporation between June 30, 1991 through June 30, 1996 compared with the
cumulative total return of the NASDAQ Stock Market Index for U.S. Companies and
the S&P Savings and Loans Index over the same period. Cumulative total return on
the stock or the index equals the total increase in value since June 30, 1991
assuming reinvestment of all dividends paid into the stock or the index,
respectively. The graph was prepared assuming that $100 was invested on June 30,
1991 in the Common Stock of the Corporation or in the indexes.
[GRAPHIC OMITTED]
Cumulative Total Return
6/91 6/92 6/93 6/94 6/95 6/96
First Federal Financial
Corporation of Kentucky 100 141 188 304 264 403
S & P Savings & Loan Companies 100 120 151 153 204 261
NASDAQ Stock Market - US 100 110 110 117 141 173
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PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
The board of Directors has renewed the corporation's arrangements with
Whelan, Doerr, Pike & Pawley, PSC, independent certified public accountants, to
be its auditors for the 1997 fiscal year, subject to ratification by the
Corporation's shareholders. A representative of Whelan, Doerr, Pike & Pawley,
PSC is expected to be present at the Meeting, will have the opportunity to make
a statement if he desires to do so, and will be available to respond to
appropriate questions.
The appointment of the auditors must be ratified by a majority of the
votes cast by the shareholders of the Corporation at the Meeting. Votes which
are not cast at the Meeting, either because of abstentions or broker non-votes,
are not considered in determining the number of votes which have been cast for
or against Proposal II. The Board of Directors recommends that shareholders vote
"FOR" the ratification of the appointment of auditors.
BENEFICIAL OWNERSHIP REPORTS
Pursuant to regulations promulgated under the Securities Exchange Act
of 1934, the Corporation's officers, directors and persons who own more than ten
percent of the outstanding Common Stock are required to file reports detailing
their ownership and changes of ownership in such Common Stock, and to furnish
the Corporation with copies of all such reports. Based solely on its review of
the copies of such reports received during the past fiscal year or with respect
to the last fiscal year, the Corporation believes that during the fiscal year
ended June 30, 1996, all of its officers, directors and stockholders owning in
excess of ten percent of the Corporation's outstanding Common Stock have
complied with the reporting requirements.
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 matters should properly come before the Meeting, it is
intended that shares represented by completed proxy cards in the accompanying
form will be voted in respect thereof in accordance with the judgment of the
person or persons voting such shares.
MISCELLANEOUS
The cost of solicitation of proxy cards will be borne by the
Corporation. In addition to solicitations by mail, directors, officers, and
regular employees of the Corporation may solicit proxy cards personally or by
telegraph or telephone without additional compensation.
The Corporation's Annual Report to Shareholders, including financial
statements, is being mailed to all shareholders of record as of the close of
business on August 30, 1996. Any shareholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Corporation.
Such Annual Report is not to be treated as a part of the proxy solicitation
material or as having been incorporated herein by reference.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Shareholders, any shareholder
proposal to take action at such meeting must be received at the Corporation's
home office at 2323 Ring Road, P.O. Box 5006, Elizabethtown, Kentucky
42702-5006, no later than May 4, 1997. Any such proposals shall be subject to
the requirements of the proxy rules adopted under the Securities Exchange Act of
1934.
BY ORDER OF THE BOARD OF DIRECTORS
Rebecca S. Bowling
Secretary
Elizabethtown, Kentucky
September 25, 1996
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The Directors and Officers of
First Federal Financial Corporation of Kentucky
cordially invite you to attend our
Annual Meeting of Stockholders
Wednesday, October 16, 1996
5:00 PM
Corporation's Home Office
2323 Ring Road
Elizabethtown, KY 42701
IMPORTANT
In order that there may be a proper representation at the meeting, you are urged
to sign, date and mail the below proxy card even though you now plan to attend.
If you are present in person you may, if you wish, vote personally on all
matters brought before the meeting.
DETACH PROXY CARD HERE
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REVOCABLE PROXY CARD
FIRST FEDERAL FINANCIAL CORPORATION OF KENTUCKY
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 16, 1996
The undersigned hereby appoints the full board of directors of the Corporation
with full powers of substitution, as attorneys and proxies for the undersigned,
to vote all shares of common stock of First Federal Financial Corporation of
Kentucky which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at the Corporation's home office, 2323 Ring Road,
Elizabethtown, Kentucky on Wednesday, October 16, 1996 at 5:00 p.m., local time
and at any and all adjournments thereof, as follows:
1 . The election as directors of all nominees listed below (except as, marked to
the contrary below) FOR VOTE WITHHELD
Van E. Allen |_| |_|
Wreno M. Hall
Walter D. Huddleston
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line below.
2. The ratification of the appointment of Whelan, Doerr, Pike & Pawley, PSC
as auditors for the 1997 fiscal year. FOR AGAINST ABSTAIN
|-| |-| |-|
The Board of Directors recommends a vote "FOR' each of the nominees listed in
Item 1 and "FOR" Item 2.
THIS PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS.
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This proxy card is solicited by the Board of Directors and the shares
represented hereby will be voted as directed and In accordance with the
accompanying proxy statement. If no instructions are provided, the shares
represented hereby will be voted 'For" each of the nominees listed in Item 1 and
"For" Item 2. Should the undersigned be present and elect to vote at the Meeting
or at any adjournment thereof and after notification to the Secretary of the
Corporation at the Meeting of the Undersigned's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned acknowledges receipt for the
Corporation prior to the execution of this proxy card of Notice of the Meeting,
a Proxy Statement dated September 25, 1996 and the 1996 Annual Report to
Stockholders. DATE: , 1996
PRINT NAME OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER
PRINT NAME OF STOCKHOLDER
SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on the enclosed card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE.
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