<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 Section 240.14a-11(c) or Section 240.14a-12
WINTON FINANCIAL CORPORATION
-----------------------------------
(Name of Registrant as Specified In Its Charter)
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(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:
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<PAGE> 2
REVOCABLE PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WINTON FINANCIAL
CORPORATION FOR THE WINTON FINANCIAL CORPORATION
1998 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 30, 1998
The undersigned shareholder of Winton Financial Corporation ("WFC"), an
Ohio corporation, hereby constitutes and appoints Robert E. Hoeweler and
J. Clay Stinnett, or either of them, the Proxy or Proxies of the undersigned,
with full power of substitution and resubstitution, to vote at the Annual
Meeting of Shareholders of WFC to be held at Shuller's Wigwam, 6210 Hamilton
Avenue, Cincinnati, Ohio 45224 on January 30, 1998, at 10:00 a.m. (the "Annual
Meeting"), all of the shares of WFC which the undersigned is entitled to vote
at the Annual Meeting or at any adjournment thereof, on each of the following
proposals, all of which are described in the accompanying Proxy Statement:
1. The election of three directors:
FOR all nominees WITHHOLD authority to
/ / listed below / / vote for all nominees
(except as marked to the listed below:
contrary below):
Robert J. Bollin
Thomas H. Humes
Henry L. Schulhoff
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below).
- ------------------------------------------------------------------------
2. The ratification of the selection of Grant Thornton LLP, as the Auditors
of WFC for the current fiscal year.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, upon such other business as may properly come before
the Annual Meeting.
IMPORTANT: PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
<PAGE> 3
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Unless otherwise specified, the shares will be
voted FOR proposals 1 and 2.
All Proxies previously given by the undersigned are hereby revoked. Receipt of
the Notice of the Annual Meeting of Shareholders of WFC and of the accompanying
Proxy Statement is hereby acknowledged.
Please sign exactly as your name appears on your Stock Certificate(s).
Executors, Administrators, Trustees, Guardians, Attorneys and Agents should
give their full titles.
__________________________ ________________________
Signature Signature
Dated: ___________________ Dated: _________________
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WFC. PLEASE
SIGN, DATE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED FOR MAILING IN THE U.S.A.
<PAGE> 4
WINTON FINANCIAL CORPORATION
5511 CHEVIOT ROAD
CINCINNATI, OHIO 45247
(513) 385-3880
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of Winton
Financial Corporation ("WFC") will be held at Shuller's Wigwam Restaurant, 6210
Hamilton Ave., Cincinnati, Ohio 45224, on January 30, 1998, at 10:00 a.m.,
Eastern Standard Time (the "Annual Meeting"), for the following purposes, all of
which are more completely set forth in the accompanying Proxy Statement:
1. To reelect three directors of WFC for terms expiring in 2001;
2. To ratify the selection of Grant Thornton LLP as the auditors
of WFC for the current fiscal year; and
3. To transact such other business as may properly come before
the Annual Meeting or any adjournments thereof.
Any action may be taken on the foregoing proposals at the Annual Meeting on the
date specified above or any date or dates to which the Annual Meeting may be
adjourned. Only shareholders of WFC of record at the close of business on
December 12, 1997, will be entitled to receive notice of and to vote at the
Annual Meeting and at any adjournments thereof.
Whether or not you expect to attend the Annual Meeting, we urge you to consider
the accompanying Proxy Statement carefully and to SIGN, DATE AND PROMPTLY RETURN
THE ENCLOSED PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES AND THE PRESENCE OF A QUORUM MAY BE ASSURED. The giving of a Proxy does
not affect your right to vote in person in the event you attend the Annual
Meeting.
By Order of the Board of Directors
Cincinnati, Ohio
January 5, 1998 James W. Brigger, Secretary
<PAGE> 5
WINTON FINANCIAL CORPORATION
5511 CHEVIOT ROAD
CINCINNATI, OHIO 45247
(513) 385-3880
PROXY STATEMENT
PROXIES
The enclosed Proxy is being solicited by the Board of Directors of
Winton Financial Corporation, an Ohio corporation ("WFC"), for use at the 1998
Annual Meeting of Shareholders of WFC to be held at Shuller's Wigwam Restaurant,
6210 Hamilton Ave., Cincinnati, Ohio 45224, on January 30, 1998, at 10:00 a.m.,
Eastern Standard Time, and at any adjournments thereof (the "Annual Meeting").
Without affecting any vote previously taken, the Proxy may be revoked by a
shareholder before exercise by executing a later-dated Proxy or by giving notice
of revocation to WFC in writing or in open meeting. Attendance at the Annual
Meeting will not, of itself, revoke a Proxy.
Each properly executed Proxy received prior to the Annual Meeting and
not revoked will be voted as specified thereon or, in the absence of specific
instructions to the contrary, will be voted:
FOR the reelection of Messrs. Robert J. Bollin, Henry L. Schulhoff and
Thomas H. Humes as directors of WFC for terms expiring in 2001; and
FOR the ratification of the selection of Grant Thornton LLP as the
auditors of WFC for the current fiscal year.
Proxies may be solicited by the directors, officers and other employees
of WFC in person or by telephone, telegraph or mail. WFC may reimburse brokerage
firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to beneficial owners. The cost of
soliciting proxies will be borne by WFC.
Only shareholders of record as of the close of business on December 12,
1997 (the "Voting Record Date"), are eligible to vote at the Annual Meeting and
will be entitled to cast one vote for each share of WFC (the "Common Shares")
owned. WFC's records disclose that, as of the Voting Record Date, there were
2,006,152 votes entitled to be cast at the Annual Meeting.
This Proxy Statement is first being mailed to shareholders of WFC on or
about January 5, 1998.
<PAGE> 6
VOTE REQUIRED
ELECTION OF DIRECTORS
Under Ohio law and the Code of Regulations of WFC (the "Regulations"),
the nominees receiving the greatest number of votes will be elected as
directors. Common Shares as to which the authority to vote is withheld are not
counted toward the election of directors or toward the individual nominees
specified in the enclosed Proxy. If the enclosed Proxy is signed and dated by
the shareholder, but no vote is specified thereon, the Common Shares held by
such shareholder will be voted FOR the reelection of the nominees.
RATIFICATION OF SELECTION OF AUDITORS
The affirmative vote of the holders of a majority of the Common Shares
represented in person or by proxy at the Annual Meeting is necessary to ratify
the selection of Grant Thornton LLP ("Grant Thornton") as the auditors of WFC
for the current fiscal year. The effect of an abstention is the same as a vote
against ratification. If the enclosed Proxy is signed and dated by the
shareholder, but no vote is specified thereon, the Common Shares held by such
shareholder will be voted FOR the ratification of the selection of Grant
Thornton as auditors.
VOTING SECURITIES AND OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
only persons known to WFC to own beneficially more than five percent of the
Common Shares as of December 1, 1997:
<TABLE>
<CAPTION>
Amount and Nature Percentage of Common
Name and Address of Beneficial Ownership(1) Shares Outstanding(2)
- ---------------- -------------------------- ---------------------
<S> <C> <C>
Star Bank, N.A., as Trustee 154,481 (3) 7.70%
P.O. Box 1118
Cincinnati, Ohio 45201
Daniel P. Randolph 131,354 (4) 6.55%
Suite 700
105 East Fourth Street
Cincinnati, Ohio 45202
Henry L. Schulhoff 143,900 (5) 7.08%
7 West Seventh Street
Cincinnati, Ohio 45202
- -----------------------------
<FN>
(1) A person is the beneficial owner of Common Shares if such person,
directly or indirectly, has sole or shared voting or investment power
over such shares directly or indirectly or has the right to acquire
such voting or investment power within 60 days. All Common Shares are
owned directly with sole voting or investment power, unless otherwise
indicated by footnote. All stock options granted under the Winton
Financial Corporation Stock Option and Incentive Plan, as amended (the
"Option Plan"), are currently exercisable.
(2) For each person, assumes a total of 2,006,152 Common Shares
outstanding, plus the number of Common Shares such person may acquire
pursuant to the Option Plan within 60 days, if any.
</TABLE>
(Footnotes continue on next page.)
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<PAGE> 7
(3) All Common Shares are held of record for the benefit of Star Bank,
N.A., as trustee under The Winton Financial Corporation Employee Stock
Ownership Plan (the "ESOP").
(4) Based on a Schedule 13G filed with the Securities and Exchange
Commission by Daniel P. Randolph. Includes 28,822 Common Shares held by
Daniel P. Randolph in an individual retirement account; 88,082 Common
Shares owned as trustee under a trust for the benefit of R. Irene
Randolph; 6,400 Common Shares owned as trustee under a trust for the
benefit of Ronald I. Oldiges; 1,300 Common Shares owned as trustee
under a trust for the benefit of Ruth Randolph; 5,750 Common Shares
owned as trustee under a trust for the benefit of Charles Randolph; and
1,000 Common Shares owned by Ritter & Randolph, an Ohio partnership of
which Mr. Randolph is a partner.
(5) Includes 25,000 Common Shares that may be acquired upon the exercise of
options; 8,800 Common Shares owned by Mr. Schulhoff's spouse as to
which Mr. Schulhoff disclaims beneficial ownership; and 7,100 Common
Shares owned by Schulhoff & Company, Inc., a corporation of which Mr.
Schulhoff is a major shareholder.
The following table sets forth certain information with respect to the
number of Common Shares beneficially owned by each director of WFC and by all
directors and executive officers of WFC as a group as of December 1, 1997:
<TABLE>
<CAPTION>
Amount and Nature of Percent of Common
Name and Address (1) Beneficial Ownership (2) Shares Outstanding (3)
- ----------------- --------------------- -------------------
<S> <C> <C>
Robert J. Bollin 46,320 (4) 2.29%
Robert L. Bollin 95,893 (5) 4.69
Robert E. Hoeweler 90,600 (6) 4.46
Thomas H. Humes 6,000 (7) 0.30
Timothy M. Mooney 5,000 (8) 0.25
William J. Parchman 90,880 (9) 4.49
Henry L. Schulhoff 143,900 (10) 7.08
J. Clay Stinnett 5,500 (11) 0.27
All directors and executive officers
of WFC as a group (12 persons) 640,661 (12) 28.95%
- -------------------
<FN>
(1) Each of the persons listed in this table may be contacted at the
address of WFC, 5511 Cheviot Road, Cincinnati, Ohio 45247.
(2) A person is the beneficial owner of Common Shares if such person,
directly or indirectly, has sole or shared voting or investment power
over such shares directly or indirectly or has the right to acquire
such voting or investment power within 60 days. All Common Shares are
owned directly with sole voting or investment power, unless otherwise
indicated by footnote. All stock options granted under the Option Plan
are currently exercisable.
(3) For each person, assumes a total of 2,006,152 Common Shares
outstanding, plus the number of Common Shares such person may acquire
pursuant to the Option Plan within 60 days, if any.
(4) Includes 20,000 Common Shares that may be acquired upon the exercise of
options and 26,320 Common Shares held in the individual retirement
account of Robert J. Bollin, the trustee of which is A. G. Edwards,
Inc.
(5) Includes 40,000 Common Shares that may be acquired upon the exercise of
options; 18,494 Common Shares held for the benefit of Robert L. Bollin
in The Winton Savings and Loan Co. Cash and Deferred Plan (the
"Deferred Plan"), the trustees of which are James W. Brigger, Robert L.
Bollin and Mary Ellen Lovett, executive officers of WFC; 16,579 Common
Shares held for the benefit of Robert L. Bollin in the ESOP, the
trustee of which is Star Bank, N.A.; 680 Common Shares held by the
individual retirement account of Robert L. Bollin, the trustee of which
is Merrill Lynch; 18,040 Common Shares held jointly with Mr. Bollin's
spouse; 800 and 1,200 Common Shares held by Merrill Lynch for the
benefit of Robert L. Bollin and Elaine Bollin, respectively; and 100
Common Shares held by Elaine Bollin as custodian for Anthony Bollin.
</TABLE>
(Footnotes continue on next page.)
-3-
<PAGE> 8
(6) Includes 25,000 Common Shares that may be acquired upon the exercise of
options; 25,800 Common Shares held jointly with Mr. Hoeweler's spouse;
19,900 Common Shares owned as trustee under a trust for the benefit of
Brian Hoeweler; and 19,900 Common Shares owned as trustee under a trust
for the benefit of Jennifer Hoeweler.
(7) Includes 5,000 Common Shares that may be acquired upon the exercise of
an option and 1,000 Common Shares held by Prudential Securities, for
the benefit of Thomas H. and Marcia Humes.
(8) Includes 5,000 Common Shares that may be acquired upon the exercise of
an option.
(9) Includes 20,000 Common Shares that may be acquired upon the exercise of
options; 57,240 Common Shares held in the individual retirement account
of William J. Parchman, the trustee of which is Alex Brown & Sons,
Inc.; and 7,000 Common Shares owned by Mr. Parchman's spouse.
(10) Includes 25,000 Common Shares that may be acquired upon the exercise of
options; 8,800 Common Shares owned by Mr. Schulhoff's spouse, as to
which Mr. Schulhoff disclaims beneficial ownership; and 7,100 Common
Shares owned by Schulhoff & Company, Inc., a corporation of which Mr.
Schulhoff is a major shareholder.
(11) Includes 5,000 Common Shares that may be acquired upon the exercise of
an option and 500 Common Shares held by Merrill Lynch, for the benefit
of J. Clay Stinnett.
(12) Includes 207,000 Common Shares that may be acquired upon the exercise
of options.
BOARD OF DIRECTORS
ELECTION OF DIRECTORS
The Regulations provides for a Board of Directors consisting of nine
persons, divided into three classes of three directors each. Each class serves
for a three-year period. The directors of WFC were first elected in November
1989 when WFC was incorporated. Each of the directors of WFC is also a director
of The Winton Savings and Loan Co., the wholly owned subsidiary of WFC
("Winton").
The entire Board of Directors of WFC acts a Nominating Committee for
selecting nominees for election as directors. In accordance with Section 2.03 of
the Regulations, nominees for election as directors may be proposed only by the
directors or by a shareholder entitled to vote for directors if such shareholder
has submitted a written nomination to the Secretary of WFC by the later of the
February 1st immediately preceding the annual meeting of shareholders or the
sixtieth day before the first anniversary of the most recent annual meeting of
shareholders held for the election of directors. Each such written nomination
must state the name, age, business or residence address of the nominee, the
principal occupation or employment of the nominee, the number of Common Shares
owned either beneficially or of record by each such nominee and the length of
time such Common Shares have been so owned.
The Board of Directors proposes the reelection of the following
directors to terms which will expire in 2001:
<TABLE>
<CAPTION>
Name Age (1) Position(s) Held Director Since
---- ---- ---------------- --------------
<S> <C> <C> <C>
Robert J. Bollin (2) 75 Director 1989
Thomas H. Humes 48 Director 1996
Henry L. Schulhoff 53 Director 1989
- -----------------------------
<FN>
(1) As of December 12, 1997.
(2) Robert J. Bollin, a director of WFC, is the father of Robert L. Bollin,
a director and the President of WFC, and Gregory J. Bollin, a Vice
President of WFC.
</TABLE>
If any nominee is unable to stand for election, the Proxies will be
voted for such substitute as the Board of Directors recommends. At this time,
the Board of Directors knows of no reason why any nominee would be unable to
serve if elected. No shareholder may cumulate votes in the election of
directors. There is presently one vacancy on the Board of Directors in the
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<PAGE> 9
class of directors which will stand for election in January 2000. The vacancy
arose as a result of the decision of Donald G. Avery not to stand for reelection
in 1997.
The following directors will continue to serve after the Annual Meeting
for the terms indicated:
<TABLE>
<CAPTION>
Position(s) Director Term
Name Age(1) Held Since Expires
- ---- ------ ---- ----- -------
<S> <C> <C> <C> <C>
Robert L. Bollin (2) 45 Director and 1989 2000
President
Robert E. Hoeweler 50 Director 1989 1999
Timothy M. Mooney 50 Director 1996 1999
William J. Parchman 78 Director and 1989 2000
Chairman of
the Board
J. Clay Stinnett 46 Director 1996 1999
- -----------------------------
<FN>
(1) As of December 12, 1997.
(2) Robert L. Bollin, a director and the President of WFC, is the son of
Robert J. Bollin, a director of WFC, and a brother of Gregory J.
Bollin, a Vice President of WFC.
</TABLE>
ROBERT J. BOLLIN began his banking career in 1947 as an office manager
for Cincinnati Federal Savings Association in Price Hill. He then moved to the
O'Bryonville Savings and Loan Association, where he served as Assistant
Secretary and Chief Executive Officer. In 1955, Mr. Bollin joined Winton as
Secretary and Chief Executive Officer. He has since retired from his positions
as Secretary and Chief Executive Officer, but still participates in Winton's
business as a Vice President and an appraiser of construction loans. Mr. Bollin
has been active in the McAuley High School Development Board and the LaSalle
High School Advisory Board.
THOMAS H. HUMES has served as President of Great Traditions Land and
Development Co., a real estate and land development company in Cincinnati, for
the past six years.
HENRY L. SCHULHOFF became a director of Winton in February 1988. Since
1976, Mr. Schulhoff has been the President of Schulhoff and Company, Inc., a
local investment counseling firm.
ROBERT L. BOLLIN has been the President and a director of Winton since
1988 and the President and a director of WFC since incorporation in November
1989. Mr. Bollin joined Winton in 1969, initially working part time while
completing a degree in Business Management at Miami University. In 1979, he was
promoted to Secretary and Assistant Managing Officer of Winton, responsible for
managing Winton's accounting operations, developing and implementing Winton's
investment policy in consultation with the Board of Directors and managing the
day-to-day operations of Winton.
ROBERT E. HOEWELER was elected to the Board of Directors of Winton in
1988. Mr. Hoeweler is a certified public accountant. Since 1972, Mr. Hoeweler
has been active in the management of a group of family-owned companies which
includes Aluminum Extruded Shapes, Inc.
TIMOTHY M. MOONEY has served as Vice President and Chief Financial
Officer of Kendle Research Associates, Inc., a clinical research organization in
Cincinnati since 1996. From 1994 to 1995, he served as Vice President, Chief
Financial Officer and Treasurer of The Future Now, Inc., a computer reseller
located in Cincinnati. He served as Senior Vice President and Chief Financial
Officer of Hook-SuperX, Inc., a retail drug store chain from 1988 to 1994.
WILLIAM J. PARCHMAN has served as a Director of Winton for 43 years. A
graduate of the University of Cincinnati, he received his law degree and was
admitted to the practice of law in Ohio in 1949. Mr. Parchman was the founder of
Parchman & Oyler Company Realtors which, at its peak, was Cincinnati's largest
residential real estate company. Mr. Parchman served as National Alumni
President of the University of Cincinnati and more recently as Chairman of the
Board of the University of Cincinnati Foundation. He was also a director of the
Cincinnati Metropolitan Housing Authority for 18 years, past president of
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<PAGE> 10
the Cincinnati Board of Realtors and President of Clovernook Country Club. Mr.
Parchman was the first recipient of the Carl H. Lindner Medal for Outstanding
Business Achievement presented by the College of Business Administration Alumni
Association, University of Cincinnati.
J. CLAY STINNETT has served since 1993 as President and a director of
J.R. Concepts, Inc., a direct mail advertising company in Cincinnati. Prior to
1993, Mr. Stinnett spent almost 20 years in the banking business, including
serving as President and Chief Operating Officer of PNC Bank, N.A. (formerly The
Central Trust Co., N.A.) until 1992.
MEETINGS OF DIRECTORS
The Board of Directors of WFC met 12 times for regularly scheduled and
special meetings during the fiscal year ended September 30, 1997. Each director
attended at least 75% of the aggregate of such meetings.
The Board of Directors of Winton met 12 times for regularly scheduled
and special meetings during the fiscal year ended September 30, 1997. Each
director attended at least 75% of the aggregate of such meetings.
COMMITTEES OF DIRECTORS
The Board of Directors of WFC has no standing committees. Nominations
for election of directors are determined by the entire Board of Directors. See
"Election of Directors."
The Board of Directors of Winton has an Audit Committee, an Executive
Committee, a Nominating Committee, a Loan Committee, a CRA Committee, a
Compensation Committee, an ESOP Committee and a Stock Option Committee. Each
director serving on each of these committees attended at least 75% of the
aggregate of all meetings of each committee on which he served as a regular
member.
The members of Winton's Audit Committee are Thomas H. Humes, Timothy M.
Mooney and J. Clay Stinnett. The function of the Audit Committee is to
communicate with Winton's outside auditors and to recommend to the Board of
Directors a firm of accountants to serve as independent auditors for WFC. The
Audit Committee met once for the fiscal year ended September 30, 1997.
The members of the Executive Committee are Robert L. Bollin, Robert E.
Hoeweler, William J. Parchman and Henry L. Schulhoff. The function of the
Executive Committee is to examine, together with management, levels and methods
of investment, to review and evaluate alternative and additional investment
programs and to consider and establish interest rates on the various forms of
savings deposits and mortgage loans. The Executive Committee met 40 times during
the fiscal year ended September 30, 1997.
The members of the Nominating Committee are William J. Parchman, Henry
L. Schulhoff, Robert J. Bollin and Robert E. Hoeweler. The Nominating Committee
proposes directors of WFC and Winton for election and considers shareholder
recommendations in selecting nominees. The Nominating Committee met twice during
the fiscal year ended September 30, 1997.
Winton's Loan Committee is comprised of Robert J. Bollin, William J.
Parchman and Henry L. Schulhoff. Robert L. Bollin serves as alternate. The
function of the Loan Committee is to approve loan applications and exercise the
authority of the Board of Directors when the Board is not in session, subject to
certain limitations. The Loan Committee met 45 times during the fiscal year
ended September 30, 1997.
Winton's Compensation Committee consists of Robert L. Bollin, Thomas H.
Humes, Timothy M. Mooney and J. Clay Stinnett. The function of the Compensation
Committee is to confer with management and make recommendations to the Board of
Directors regarding the compensation of Winton's executive officers and
employees. The Compensation Committee met once during the fiscal year ended
September 30, 1997.
The ESOP is administered by a committee of at least three directors
designated by the Board of Directors. The ESOP committee presently consists of
Robert J. Bollin, Robert E. Hoeweler and William J. Parchman. The ESOP Committee
met once during the fiscal year ended September 30, 1997.
The Stock Option Committee is responsible for administering the Option
Plan, including interpreting the Option Plan and awarding options pursuant to
its terms. The Stock Option Committee did not meet during the fiscal year ended
-6-
<PAGE> 11
September 30, 1997. The current members of the Stock Option Committee are Robert
L. Bollin, Robert E. Hoeweler, William J. Parchman and Henry L. Schulhoff.
William J. Parchman also serves on the CRA Committee which is a
management committee of Winton comprised of Mr. Parchman and James W. Brigger,
Chief Operating Officer of Winton. The function of the CRA Committee is to
confer with management and make recommendations to the Board concerning
community investment.
The CRA Committee met once during the fiscal year ended September 30, 1997.
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
current executive officers of WFC:
<TABLE>
<CAPTION>
Name Age(1) Position(s) Held
- ---- ------ ----------------
<S> <C> <C>
Robert L. Bollin 45 President and Director
Gregory J. Bollin 43 Vice President
Jill M. Burke 35 Treasurer and Chief
Financial Officer
James W. Brigger 49 Secretary
Mary Ellen Lovett 59 Vice President
- -----------------------------
<FN>
(1) As of November 30, 1997.
</TABLE>
GREGORY J. BOLLIN is a Vice President of WFC, a position he has held
since January 1994. Mr. Bollin also serves as Executive Vice President of
Winton, a position he has held since January 1993. Mr. Bollin served as Vice
President of Winton from 1988 until January 1993.
JILL M. BURKE is the Treasurer and Chief Financial Officer of WFC, a
position she has held since 1989. Ms. Burke also serves as Treasurer and
Controller of Winton, a position she has held since 1989.
JAMES W. BRIGGER is the Secretary of WFC, a position he has held since
1989. Mr. Brigger also serves as Vice President of Winton.
MARY ELLEN LOVETT is a Vice President of WFC, a position she has held
since January 1994. Ms. Lovett also serves as Senior Vice President of Winton, a
position she has held since January 1993. Ms. Lovett served as Vice President of
Winton from 1988 to May 1993.
For biographical information regarding Mr. Robert L. Bollin, see "BOARD
OF DIRECTORS - Election of Directors."
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<PAGE> 12
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
WFC does not pay any compensation to its executive officers. Executive
officers of Winton are compensated by Winton for services rendered to Winton.
Except for the President and Executive Vice President of Winton, no director or
executive officer of WFC received more than $100,000 in salary and bonus
payments from Winton during the year ended September 30, 1997. The following
table sets forth certain information with respect to compensation paid to the
President and Executive Vice President of Winton:
Summary Compensation Table
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Long Term
Annual Compensation Compensation
Awards
--------------------------------------------------- All Other
Options/SARs Compensation
Name and Principal Position Year Salary($) Bonus($) (#)(1) ($)(2)(3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert L. Bollin, President 1997 $158,599 $16,000 - $8,352
1996 $153,649 $16,000 20,000 $6,929
1995 $142,467 $15,000 - $8,443
Gregory J. Bollin, Executive 1997 $115,569 $13,000 - $6,293
Vice President 1996 $109,838 $13,000 12,000 $4,791
1995 $ 99,838 $12,000 - $6,683
- -----------------------------
<FN>
(1) These figures represent the number of Common Shares underlying options
granted to the named individuals during the year indicated. Mr. Robert
L. Bollin's and Mr. Gregory J. Bollin's outstanding options increased
in proportion to the two 2-for-1 stock splits effective in February
1994 and February 1993, but such increases are not considered a grant
of options by WFC. WFC has no restricted stock awards or SARs ("stock
appreciation rights") and has no plans to grant such awards or rights.
(2) Consists of cash or stock contributions to the ESOP or the reallocation
of forfeited shares in the ESOP of $6,202, $4,862 and $7,463, allocated
to Mr. Robert L. Bollin's account and $2,150, $2,067 and $1,912 in
matching contributions to the Deferred Plan for Mr. Robert L. Bollin's
account for the years ended September 30, 1997, 1996 and 1995,
respectively.
(3) Consists of cash or stock contributions to the ESOP or the reallocation
of forfeited shares in the ESOP of $5,316, $3,982 and $5,768, allocated
to Mr. Gregory J. Bollin's account and $977, $807 and $915 in matching
contributions to the Deferred Plan for Mr. Gregory J. Bollin's account
for the years ended September 30, 1997, 1996 and 1995, respectively.
</TABLE>
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<PAGE> 13
OPTION PLAN
The following table sets forth information regarding the number and
value of unexercised options held by the persons listed in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Aggregate Option/SAR Exercises in Last Fiscal Year and 9/30/97 Option/SAR Values
-------------------------------------------------- -----------------------------
Value of Unexercised
Number of Securities In-the-Money
Underlying Unexercised Options/SARs
Options/SARs at 9/30/97(#) at 9/30/97($)(1)
-------------------------- ----------------
Shares Acquired Value Exercisable/
Name on Exercise(#) Realized ($) Unexercisable Exercisable/
- ---- -- --------------- ------------ -------------
Unexercisable
<S> <C> <C> <C> <C>
Robert L. Bollin - - 40,000 / - $225,000 / -
Gregory J. Bollin - - 24,000 / - $135,000 / -
- ------------------------
<FN>
(1) An option is "in-the-money" if the fair value of the underlying stock
exceeds the market price of the option. The figure represents the value
of such unexercised options, determined by multiplying the number of
unexercised options by the difference between the exercise price of
such options and the $17.375 closing bid price for the Common Shares
reported by the American Stock Exchange, Inc. on September 30, 1997,
the last trading day of the quarter.
</TABLE>
DIRECTOR COMPENSATION
WFC does not pay directors fees. Each director of Winton receives
$12,000 annually for monthly meetings and $100 for each meeting attended of a
committee of the Board of Directors of Winton, except for meetings of the
Executive Committee for which members receive $200 per meeting.
CERTAIN TRANSACTIONS WITH WINTON
Some of the directors and officers of WFC and Winton were customers of
and had transactions with Winton in the ordinary course of Winton's business
during the two years ended September 30, 1997. All loans and commitments to loan
included in such transactions were made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons and, in
the opinion of the management of WFC, do not involve more than a normal risk of
collectibility or present other unfavorable features. Winton had no loans
outstanding to directors and executive officers at December 15, 1997.
EMPLOYMENT CONTRACTS
WFC and Winton have entered into employment agreements with Robert L.
Bollin, President of WFC and Winton, and Gregory J. Bollin, Vice President of
WFC and Executive Vice President of Winton which expire May 1, 2000. The
employment agreements have a term of three years and provide for an annual
salary of not less than $174,000 for Robert L. Bollin and $128,000 for Gregory
J. Bollin and an annual salary and performance review by the Board of Directors.
The employment agreements require the inclusion of Robert L. and
Gregory J. Bollin in any formally established employee benefit, bonus, pension
and profit sharing plans for which senior management personnel are eligible and
also provide for vacation and sick leave.
The employment agreements are terminable by WFC and Winton at any time.
If the employment of either Robert L. Bollin or Gregory J. Bollin is terminated
at any time during such three-year term for any reason other than "just cause"
(as defined in the agreements), he will be entitled to receive his annual
compensation for the remainder of the three-year term of the agreement and a
continuation of benefits substantially equal to those being provided at the date
of termination of employment
-9-
<PAGE> 14
until the earliest to occur of the expiration of the term of the employment
agreement or the date on which the employee becomes employed full-time by
another employer.
If such employment is terminated, or if the position or
responsibilities of the employee is changed, in connection with or within one
year of a change-in-control of WFC or Winton, he will be entitled to receive an
amount equal to his then current annual compensation, multiplied by three,
subject to reduction to the extent necessary to comply with certain provisions
of the Internal Revenue Code of 1986, as amended. Assuming employment
termination in connection with such a change of control, the maximum payment to
Robert L. Bollin would be $522,000 and to Gregory J. Bollin would be $384,000,
or three times the greater of the minimum salary levels in the agreements or the
salary levels for fiscal 1997 reflected in the Summary Compensation Table above.
SELECTION OF AUDITORS
The Board of Directors has selected Grant Thornton LLP ("Grant
Thornton") as the auditors of WFC and its subsidiaries for the current fiscal
year and recommends that the shareholders ratify the selection. Grant Thornton
has audited the books of Winton since 1985. Management expects that a
representative of Grant Thornton will be present at the Annual Meeting, will
have the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF GRANT THORNTON LLP AS AUDITORS FOR THE CURRENT FISCAL YEAR.
PROPOSALS OF SECURITY HOLDERS AND OTHER MATTERS
Any proposals of security holders intended to be included in WFC's
proxy statement for the 1997 annual meeting of shareholders should be sent to
WFC by certified mail and must be received by WFC not later than September 7,
1997.
Management knows of no other business which may be brought before the
Annual Meeting, including matters incident to the conduct of the Annual Meeting.
It is the intention of the persons named in the enclosed Proxy to vote such
Proxy in accordance with their best judgment on any other matters which may be
brought before the Annual Meeting.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WHETHER OR NOT YOU
EXPECT TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO FILL IN, SIGN AND
RETURN THE PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE.
By Order of the Board of Directors
Cincinnati, Ohio
January 5, 1998 James W. Brigger, Secretary
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